BLACK CREEK INDUSTRIAL REIT IV Inc. (Form: 8-K, Received: 07/03/2018 14:53:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2018

Black Creek Industrial REIT IV Inc.

(Exact name of registrant as specified in its charter)

Maryland		333-200594		47-1592886
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

518 Seventeenth Street, 17 th Floor

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01. Entry Into a Material Definitive Agreement.

The information discussed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

On June 28, 2018, BCI IV Operating Partnership LP (the “Borrower”), a wholly-owned subsidiary of Black Creek Industrial REIT IV Inc. (the “Company”), amended and increased the amount of its existing $100.0 million revolving credit facility by increasing the aggregate revolving loan commitments to $200.0 million, pursuant to that certain Second Amendment and Incremental Revolving Commitment Assumption Agreement (the “Second Amendment”), with Wells Fargo Bank, National Association, as Administrative Agent and as a lender, Bank of America, N.A., as a lender, U.S. Bank National Association, as a lender, JPMorgan Chase Bank, N.A., as a lender, and Regions Bank, N.A., as a lender (collectively, the “Lenders”). The Borrower’s existing revolving credit facility, as previously amended and as amended by the Second Amendment, is collectively referred to herein as the “Amended Credit Facility.” The Amended Credit Facility provides the Borrower with the ability from time to time to increase the size of the aggregate loan commitment under the agreement by an additional $400.0 million up to a total of $600.0 million, subject to receipt of lender commitments and satisfaction of other conditions. Any increase to the size of the Amended Credit Facility may be in the form of an increase in the aggregate revolving loan commitments, the establishment of a term loan, or a combination of both. The maturity date of the Amended Credit Facility continues to be September 18, 2020, and may be extended pursuant to two one-year extension options, subject to the Borrower’s continuing compliance with certain financial covenants, the payment of an extension fee and the satisfaction of other customary conditions.

At the Borrower’s election, borrowings under the Amended Credit Facility are charged interest based on LIBOR plus a margin ranging from 1.60% to 2.50% or an alternative base rate plus a margin ranging from 0.60% to 1.50%, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. The alternative base rate is equal to the greatest of (a) the prime rate announced from time to time by Wells Fargo Bank, National Association, (b) the Federal Funds Effective Rate plus 0.5%, and (c) LIBOR plus 1.0%. If either of the LIBOR rate or the alternative base rate is less than zero, it will be deemed to be zero for purposes of the Amended Credit Facility.

In addition to interest, the Borrower must pay a quarterly unused fee that equals the amount of the revolving loan commitment unused by the Borrower on a given day multiplied by either (i) 0.20% on an annualized basis if more than 50% of the revolving loan commitment is being used or, (ii) 0.25% on an annualized basis if 50% or less of the revolving loan commitment is being used. The Borrower is also required to pay certain participation and other fees in connection with any letters of credit issued under the Amended Credit Facility.

Borrowings under the Amended Credit Facility are available for general corporate purposes, i ncluding but not limited to property acquisitions, new construction, renovations, expansions, tenant improvements, working capital, and debt refinancings. As of June 28, 2018, the amount outstanding under the Amended Credit Facility was $78.5 million with an interest rate of 3.69%.

Borrowings under the Credit Facility are guaranteed by the Company and certain of its subsidiaries. In addition, a pledge of equity interests in the Company’s subsidiaries that directly own unencumbered properties shall be provided until such time as the Company elects to terminate such pledges, subject to satisfaction of certain financial covenants, including but not limited to the Company having a “total asset value” (as defined in the Amended Credit Facility) of at least $500.0 million, provided that there is no default.

The Amended Credit Facility requires the maintenance of certain financial and borrowing base covenants, including covenants concerning: (i) consolidated tangible net worth; (ii) consolidated fixed charge coverage ratio; (iii) consolidated leverage ratio; (iv) secured indebtedness; (v) secured recourse indebtedness; (vi) unencumbered property pool debt yield; (vii) unencumbered interest coverage ratio; (viii) unencumbered property pool leverage ratio; and (ix) unencumbered property pool criteria.

In addition, the Amended Credit Facility contains customary affirmative and negative covenants, which, among other things, require the Borrower to deliver to the Lenders specified quarterly and annual financial information, and limit the Borrower, the Company and/or its subsidiaries, subject to various exceptions and thresholds, from: (i) creating liens (other than certain permitted liens) on the unencumbered asset pool; (ii) merging with other companies or changing ownership interest; (iii) selling all or substantially all of its assets or properties; (iv) permitting certain transfers of a material interest in the Borrower; (v) entering into certain transactions with affiliates, except on an arms-length basis; (vi) making certain types of investments; (vii) if in default under the Amended Credit Facility, paying certain distributions or certain other payments to affiliates; and (viii) incurring indebtedness (subject to certain permitted indebtedness).

The Amended Credit Facility permits voluntary prepayment of principal and accrued interest and contains various customary events of default, which are described therein. As is customary in such financings, if an event of default occurs under the Amended Credit Facility, the Lenders may accelerate the repayment of amounts outstanding under the Credit Facility and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

The preceding summary does not purport to be a complete summary of the Amended Credit Facility and is qualified in its entirety by reference to the Amended Credit Facility, which is filed herewith and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Credit Agreement, dated September 18, 2017, by and among BCI IV Operating Partnership LP, a Delaware limited partnership, as the Borrower; the lenders from time to time who are parties thereto; Wells Fargo Bank, National Association, as Administrative Agent; Bank of America, N.A., as Syndication Agent; U.S. Bank, N.A., as Documentation Agent; Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner; Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner; and U.S. Bank, N.A., as Joint Lead Arranger. Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on September 21, 2017 and incorporated by reference herein.
10.2*		First Amendment, dated January 19, 2018, by and among BCI IV Operating Partnership LP, a Delaware limited partnership, as the Borrower; the lenders from time to time who are parties thereto; and Wells Fargo Bank, National Association, as Administrative Agent and as a lender.
10.3*		Second Amendment and Incremental Revolving Commitment Assumption Agreement, dated June 28, 2018, by and among BCI IV Operating Partnership LP, a Delaware limited partnership, as the Borrower; the lenders from time to time who are parties thereto; Wells Fargo Bank, National Association, as Administrative Agent and as a lender, Bank of America, N.A., as a lender, U.S. Bank National Association, as a lender, JPMorgan Chase Bank, N.A., as a lender, and Regions Bank, N.A., as a lender.

* Filed herewith.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on the Company’s current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, including, without limitation, the Company’s ability to maintain the financial and other covenants under the Amended Credit Facility and those risks set forth in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although these forward-looking statements reflect management’s belief as to future events, actual events or the Company’s investments and results of operations could differ materially from those expressed or implied in these forward-looking statements. To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking statements may be significantly hindered. You are cautioned not to place undue reliance on any forward-looking statements. The Company cannot assure you that it will attain its investment objectives.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BLACK CREEK INDUSTRIAL REIT IV INC.

July 3, 2018	By:	/s/ THOMAS G. MCGONAGLE
		Name: Thomas G. McGonagle
		Title: Managing Director, Chief Financial Officer

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT

THIS FIRST AMENDMENT, dated as of January 19, 2018 (this “ Amendment ”), is among BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “ Borrower ”), the other Loan Parties (as defined in the Credit Agreement (as hereinafter defined)) solely for purpose of Section IV hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacities, the “ Agent ”), and each of the Lenders (as defined in the Credit Agreement).

RECITALS

WHEREAS, the Borrower, the lenders from time to time party thereto and the Agent are parties to the Credit Agreement, dated as of September 18, 2017 (the “ Existing Credit Agreement ”, as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Existing Credit Agreement.

WHEREAS, the Borrower has requested that the Agent and the Lenders enter into this Amendment to amend the Existing Credit Agreement as more particularly set forth herein, and the Agent and Lenders have agreed to do so, subject to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I. AMENDMENTS . Pursuant to Section 9.02 of the Existing Credit Agreement, the parties hereto desire to make the following amendments to the Existing Credit Agreement:

A. Section 1.01 of the Existing Credit Agreement shall be amended by:

(i) replacing the definition of “Pledgor” with following:

“ Pledgor ” means the Borrower or each other entity or group of entities, in each case, directly or indirectly owned by Borrower, which entity or group of entities, individually or in the aggregate, directly own 95% or more of the equity interests in an entity owning an Unencumbered Property.

and (ii) deleting the phrase “(other than BCI IV Real Estate Holdco LLC)” from clause (b) of the definition of “Unencumbered Property”.

B. Exhibit E to the Existing Credit Agreement shall be replaced in its entirety by Exhibit E hereto.

II. REPRESENTATIONS . The Borrower on its own behalf and on behalf of its Subsidiaries makes, on the effective date of this Amendment, the representations and warranties in Article III of the Credit Agreement and confirm that such representations and warranties are true and correct as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date. Additionally, the Borrower represents and warrants that immediately before and after giving effect to this Amendment on the date hereof, no Default or Event of Default has occurred and is continuing.

III. CONDITIONS TO EFFECTIVENESS . This Amendment shall become effective on the first date on which this Amendment is duly executed and delivered by the Loan Parties, the Administrative Agent

and the Lenders.

IV. CONFIRMATION OF GUARANTY . Each Loan Party (a) confirms its obligations under the Guaranty or Subsidiary Guaranty, as applicable, (b) confirms that its obligations under the Credit Agreement as modified hereby constitute “Obligations” (as defined in the Credit Agreement), (c) confirms its guarantee of the Obligations under the Guaranty or Subsidiary Guaranty, as applicable, (d) confirms that its obligations under the Credit Agreement as modified hereby are entitled to the benefits of the guarantee set forth in the Guaranty or Subsidiary Guaranty, as applicable, and (e) agrees that the Credit Agreement as modified hereby is the Credit Agreement under and for all purposes of the Guaranty, Subsidiary Guaranty and Pledge Agreement, as applicable. Each Loan Party, by its execution of this Amendment, hereby confirms that the Obligations shall remain in full force and effect.

V. MISCELLANEOUS .

A. Each party hereto agrees, that except as specifically amended hereby, the Loan Documents shall remain unmodified and in full force and effect.

B. On and after the date hereof, references in the Credit Agreement or in any other Loan Document to the Loan Documents shall be deemed to be references to the Loan Documents as amended hereby and as further amended, restated, modified or supplemented from time to time. This Amendment shall constitute a Loan Document.

C. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this Amendment.

D. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

E. Any provision in this Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment are declared to be severable.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.

	BCI IV OPERATING PARTNERSHIP LP , a Delaware limited partnership

	By BLACK CREEK INDUSTRIAL REIT IV INC. ,
	a Maryland corporation, its General Partner

	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Managing Director, Debt Capital Markets

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

BLACK CREEK INDUSTRIAL REIT IV INC. ,
a Maryland corporation


By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Managing Director, Debt Capital Markets

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent and as a Lender


By	/s/ Kevin A. Stacker
	Name:	Kevin A. Stacker
	Title:	Senior Vice President

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

BANK OF AMERICA, N.A. , as a Lender


By	/s/ Kurt Mathison
	Name:	Kurt Mathison
	Title:	Senior Vice President

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION , as a Lender


By	/s/ Benjamin Kuruvila
	Name:	Benjamin Kuruvila
	Title:	Vice President

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

JPMORGAN CHASE BANK, N.A. , as a Lender


By	/s/ Ryan M. Dempsey
	Name:	Ryan M. Dempsey
	Title:	Authorized Officer

[BCI IV Operating Partnership LP — First Amendment to the Credit Agreement]

Exhibit 10.3

Execution Version

SECOND AMENDMENT AND

INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT

THIS SECOND AMENDMENT AND INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT, dated as of June 28, 2018 (this “ Agreement ”), is among BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “ Borrower ”), the other Loan Parties (as defined in the Credit Agreement (as hereinafter defined)) solely for purpose of Section VII hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacities, the “ Agent ”), and each of the Lenders (as defined in the Credit Agreement and including, without limitation, Additional Lender (defined below)).

RECITALS

WHEREAS, the Borrower, the lenders from time to time party thereto and the Agent are parties to the Credit Agreement, dated as of September 18, 2017 (as amended by the First Amendment, dated as of January 19, 2018 (the “ Existing Credit Agreement ”), and as further amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Existing Credit Agreement.

WHEREAS, the Borrower has requested an increase in Revolving Commitments pursuant to Section 2.22 of the Credit Agreement (such increase in Revolving Commitments, the “ Incremental Revolving Commitments ”), and that the Agent and Lenders enter into this Agreement to amend the Existing Credit Agreement, in each such case, as more particularly set forth herein and the Agent and Lenders have agreed to do so, subject to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I. COMMITMENTS . Each Lender hereby commits, severally, but not jointly, on the terms set forth in this Agreement to make the Incremental Revolving Commitments as set forth on Schedule A available to the Borrower on the Second Amendment Effective Date (defined below) subject to the conditions precedent set forth in Section 3 below. After giving effect to the Incremental Revolving Commitments, the aggregate Revolving Commitments shall be as set forth on Schedule B hereto. Each Lender (i) confirms that it has received a copy of the Existing Credit Agreement, the other Loan Documents and the amendments and exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it has and will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in entering into the Existing Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

II. AMENDMENTS . Pursuant to Section 9.02 of the Existing Credit Agreement, the parties hereto agree that the Existing Credit Agreement is amended as follows:

A. Section 6.11 (b) of the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

“(b) Consolidated Fixed Charge Coverage Ratio . Commencing on the Effective Date and prior to the first testing date described below in this Section 6.11(b), Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.00 as of the last day of any fiscal quarter, unless, as of such date of determination, Borrower’s balance sheet as of each relevant quarter end shows that the amount of all Cash and Cash Equivalents plus the maximum amount available to be drawn hereunder is at least five percent (5%) of the average usage of the aggregate Commitments for such quarter. Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio to be less than (i) commencing on December 31, 2018 (the first testing date), 1.25 as of the last day of any fiscal quarter, (ii) commencing on March 31, 2019, not less than 1.35 as of the last day of any fiscal quarter, and (iii) commencing on March 31, 2020 and thereafter, 1.50 as of the last day of any fiscal quarter. In all cases, the Consolidated Fixed Charge Coverage Ratio shall be determined based on information for the most recent quarter annualized.”

B. The Existing Credit Agreement is hereby amended to include as a new Section 5.01(h) the following:

“To the extent applicable, upon Administrative Agent’s or any Lender’s reasonable request from time to time, Borrower shall promptly deliver to Administrative Agent or such Lender, as applicable, a Beneficial Ownership Certification in relation to the Borrower. As used in this paragraph, “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association and “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.”

III. REPRESENTATIONS . The Borrower, on its own behalf and on behalf of the other Loan Parties, makes, on the effective date of this Agreement, the representations and warranties in Article III of the Credit Agreement and the other Loan Documents, and confirms that such representations and warranties are true and correct in all material respects as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of Section 5.01 of the Existing Credit Agreement. Additionally, the Borrower represents and warrants that immediately before and after giving effect to this Agreement on the date hereof, no Default or Event of Default exists.

IV. CONDITIONS TO EFFECTIVENESS . This Agreement will become effective on the first date (the “ Second Amendment Effective Date ”) on which the following conditions are satisfied:

A. The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, each Lender and the Agent.

B. If so requested by the Additional Lender, the Agent shall have received a Note made by Borrower and payable to the Additional Lender.

C. The Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

D. As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default or Event of Default exists.

E. After giving effect to this Agreement, the Borrower is in compliance with the requirements of Section 2.22(a) of the Credit Agreement.

V. TERMS GENERALLY . Other than as set forth herein, for all purposes under the Credit Agreement and the other Loan Documents, the Incremental Revolving Commitments and any Loan made using the Incremental Revolving Commitments (such Loans, the “ Incremental Revolving Loans ”) shall have the same terms as the initial Revolving Commitments and initial Revolving Loans, respectively, and shall be treated for all terms and conditions as the same Class of Commitments and Loans, as applicable, as the initial Revolving Commitments and initial Revolving Loans, as applicable. Upon the occurrence of the Second Amendment Effective Date, the Incremental Revolving Commitments and any Incremental Revolving Loans shall automatically and without further action by any Person constitute, for all purposes of the Credit Agreement and the other Loan Documents, Revolving Commitments and Revolving Loans, respectively. The Agent shall take any and all action as may be reasonably necessary to ensure that the Incremental Revolving Commitments and the Incremental Revolving Loans are included in each repayment or commitment reduction, as applicable, of Revolving Commitments and Revolving Loans, as applicable, on a pro rata basis. For avoidance of doubt, the Second Amendment Effective Date shall constitute the Increase Effective Date under the Credit Agreement for the purposes of the Incremental Revolving Commitments.

VI. CREDIT AGREEMENT GOVERNS . Notwithstanding anything to the contrary set forth in this Agreement, the Credit Agreement or the other Loan Documents and for the avoidance of doubt, the obligation of each Lender to make (i) its Incremental Revolving Commitments available, in each case, on the Second Amendment Effective Date shall be subject to the satisfaction or waiver of the conditions set forth in Section 3 above, and (ii) its portion of Incremental Revolving Loans from time to time thereafter shall be subject to the terms and conditions of the Credit Agreement applicable to Revolving Loans.

VII. CONFIRMATION OF GUARANTY AND PLEDGE AGREEMENT . Each Loan Party (a) confirms its obligations under the Guaranty or Subsidiary Guaranty, as applicable, (b) confirms that its obligations under the Credit Agreement as modified hereby constitute “Obligations” (as defined in the Credit Agreement), (c) confirms its guarantee of the Obligations under the Guaranty or Subsidiary Guaranty, as applicable, (d) confirms that its obligations under the Credit Agreement as modified hereby are entitled to the benefits of the guarantee set forth in the Guaranty or Subsidiary Guaranty, as applicable, (e) to the extent such Loan Party is a Pledgor, confirms its obligations under the Pledge Agreement and that its obligations in respect of the Credit Agreement as modified hereby are entitled to the benefits of the pledges set forth in the Pledge Agreement and (f) agrees that the Credit Agreement as modified hereby is the Credit Agreement under and for all purposes of the Guaranty, Subsidiary Guaranty and Pledge Agreement, as applicable. Each Loan Party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect.

VIII. ADDITIONAL LENDER. Agent, Borrower and Regions Bank, N.A. (together with its successors and permitted assigns, “ Additional Lender ”), agree that as of the Second Amendment Effective Date Additional Lender shall be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, including, without limitation, this Agreement. The address of the Additional Lender for purposes of all notices and other communications under the Credit Agreement and the other Loan Documents is as set forth on the Administrative Questionnaire delivered by the Additional Lender to the Agent.

IX. MISCELLANEOUS .

A. Each party hereto agrees, that except as specifically amended hereby, the Loan Documents shall remain unmodified and in full force and effect.

C. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this Agreement.

D. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

E. Any provision in this Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

F. Borrower agrees that within forty five (45) days following the date hereof (as such date may be extended by the Administrative Agent in its reasonable discretion), Borrower shall deliver to Administrative Agent a fully executed copy of the Reaffirmation of Subordination attached hereto.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

BCI IV OPERATING PARTNERSHIP LP ,
a Delaware limited partnership

By:	Black Creek Industrial REIT IV, Inc. ,
	a Maryland corporation, its general partner

By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Managing Director, Head of Debt Capital Markets

[BCI IV Operating Partnership LP — Second Amendment and