EX-10.18 6 aire-20221231xex10d18.htm EX-10.18 Microsoft Word - 3134151_2

Exhibit 10.18

FIRST AMENDMENT TO CREDIT AGREEMENT

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THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 9, 2022 (this “Agreement”), is among AIREIT OPERATING PARTNERSHIP LP (f/k/a BCI IV OPERATING PARTNERSHIP LP), a Delaware limited partnership (the “Borrower”), the other Loan Parties (as defined in the Amended Credit Agreement (defined below)) solely for purpose of Section IV hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Agent”), and the Lenders (constituting Required Lenders) party hereto.

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RECITALS

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WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Agent are parties to the Credit Agreement, dated as of May 6, 2021 (as amended, restated, modified or supplemented prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as modified hereby and as further amended from time to time in accordance with the terms thereof, the “Amended Credit Agreement”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Amended Credit Agreement.

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WHEREAS, the Borrower has requested that the Agent and the Lenders agree to amend the Credit Agreement on the terms, and subject to the conditions, set forth herein.

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WHEREAS, the Borrower, the Agent, and the Lenders party hereto (constituting Required Lenders) have agreed to amend the Credit Agreement in accordance with and subject to the terms and conditions set forth herein.

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

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I.AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions precedent set forth in Section III below, as of the First Amendment Effective Date, the Credit Agreement shall be amended as follows:

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A.The Credit Agreement is hereby amended to delete the red font stricken text (indicated textually in the same manner as the following example: stricken text) and to add the blue font double-underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth in Exhibit A attached hereto such that, immediately after giving effect to this Agreement, the Amended Credit Agreement will read as set forth in Exhibit A.

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B.Schedules 3.13 and 3.14 to the Credit Agreement are hereby replaced in their respective entireties with Schedules A and B hereto, respectively.

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C.Exhibit E (Form of Interest Election Request) and Exhibit H (Form of Borrowing Request) to the Credit Agreement are hereby amended and restated in their respective entireties as set forth at Exhibits B and C hereto, respectively.

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D.A new exhibit, attached hereto as Exhibit D, is hereby added to the Amended Credit Agreement as Exhibit I thereto.

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E.All covenant requirements and related calculations pursuant to Section 6.11 and Section

6.12 of the Credit Agreement for the reporting period ended March 31, 2022 shall be as set forth in and calculated in accordance with the Amended Credit Agreement as if such covenant requirements were in place effective as of March 31, 2022.

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II.REPRESENTATIONS. The Borrower, on its own behalf and on behalf of the other Loan Parties, hereby represents, warrants and confirms that the representations and warranties in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Amended 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 Amended Credit Agreement.

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III.CONDITIONS TO EFFECTIVENESS. This Agreement will become effective on the first date (such date, the “First Amendment Effective Date”) on which each of the following conditions is satisfied:

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A.The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, the Lenders party hereto (constituting Required Lenders) and the Agent.

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B.The Agent shall have received a certificate of each Loan Party, in form and substance reasonably satisfactory to the Agent, signed by a Financial Officer of such Loan Party and dated as of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection herewith, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreement on behalf of such entity, and (v) in the case of the Borrower, that (x) the representations and warranties contained in Article III of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the First Amendment Effective Date, 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Amended 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 Amended Credit Agreement, (y) no Default or Event of Default exists, and (z) attached thereto are pro forma calculations of the financial covenants set forth in Section 6.11 of the Amended Credit Agreement and the Borrowing Base Covenants (which pro forma calculations may, in each case, take into account, among other things, the straight line rent treatment of any free rent periods for all leases that have commenced as of the First Amendment Effective Date), in each case for the fiscal quarter of the Borrower ending December 31, 2021; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i) or (iv) since the most recent delivery thereof to the Agent on or after the Effective Date.

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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 Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

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D.The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower, the other Loan Parties, and the Trust in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders.

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

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F.The Agent shall have received an updated BAQ executed by the Borrower and dated as of the First Amendment Effective Date.

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The Agent will promptly notify the Borrower in writing of the occurrence of the First Amendment Effective Date.

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IV.CONFIRMATION OF GUARANTY. Each Guarantor (a) confirms its obligations under the Guaranty or Subsidiary Guaranty, as applicable, and agrees that none of its obligations and covenants thereunder shall be reduced or limited by the execution and delivery of this Agreement, (b) confirms that all Obligations under the Amended Credit Agreement are entitled to the benefits of the guarantee set forth in the Guaranty or Subsidiary Guaranty, as applicable, and (c) agrees that the Amended Credit Agreement is the “Credit Agreement” under and for all purposes of the Guaranty and Subsidiary Guaranty, as applicable. Each Loan Party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect.

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V.MISCELLANEOUS.

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A.As of the First Amendment Effective Date, all outstanding Eurodollar Loans (as defined in the Credit Agreement immediately prior to the effectiveness of this Agreement) are hereby converted to Term Benchmark Loans with an Interest Period of one month (the “SOFR Conversion”). Notwithstanding anything to the contrary set forth in the Existing Credit Agreement, no amounts shall be owed by the Borrower in respect of any LIBOR breakage costs associated with the SOFR Conversion.

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

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C.On and after the date hereof, references in the Amended 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 Agreement shall constitute a Loan Document.

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D.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.

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E.This Agreement shall be construed in accordance with and governed by the law of the State of New York. Section 9.09 of the Amended Credit Agreement is incorporated herein by reference,

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mutatis mutandis.

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F.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.

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[Remainder of page intentionally blank]

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

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AIREIT OPERATING PARTNERSHIP LP, a Delaware limited partnership

By:

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Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

By:

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/s/ SCOTT SEAGER

Name:

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Scott Seager

Title:

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Principal, Chief Financial Officer and Treasurer

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ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC., a Maryland corporation

By:

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/s/ SCOTT SEAGER

Name:

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Scott Seager

Title:

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Principal, Chief Financial Officer and Treasurer

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SUBSIDIARY GUARANTORS:

BCI IV MEDLEY IC LLC

BCI IV MIDWAY IC LLC

BCI IV IRON RUN DC LLC

BCI IV 7A DC LLC

BCI IV ADDISON DC II LLC

BCI IV QUAKERBRIDGE DC LLC

BCI IV HEBRON AIRPARK LOGISTICS CENTER LLC

BCI IV AVENUE B INDUSTRIAL CENTER LLC

BCI IV KING OF PRUSSIA INDUSTRIAL CENTER LLC

BCI IV EDISON DC LLC

BCI IV BISHOPS GATE DC LLC

BCI IV NORCROSS INDUSTRIAL CENTER LLC

BCI IV 7A DC II LLC

BCI IV CARLSTADT IC LLC BCI IV LIMA DC LLC

BCI IV EAGLEPOINT LC LLC

BCI IV AIRPARK INTERNATIONAL LOGISTICS CENTER LLC

BCI IV PENNSY LOGISTICS CENTER LLC

BCI IV RICHMOND LOGISTICS CENTER LLC

BCI IV SILICON VALLEY IC LLC

BCI IV MADISON DC LLC

BCI IV 355 LOGISTICS CENTER LLC

BCI IV CALIFORNIA BUSINESS CENTER LLC

BCI IV COMMERCE FARMS LOGISTICS CENTER LLC

BCI IV AIR COMMERCE CENTER LLC

BCI IV AURORA CORPORATE CENTER LLC

BCI IV I-24 IC LLC

BCI IV HEBRON LC LLC

BCI IV WALKER MILL IC LLC

BCI IV GREATER BOSTON IC I LLC

BCI IV GREATER BOSTON IC II LLC

BCI IV WESTLAKE LC LLC

BCI IV SOUTHPARK CC I LLC

BCI IV SOUTHPARK CC II LLC

BCI IV WINDWARD RIDGE BC LLC

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By:

AIREIT Operating Partnership LP, a Delaware limited partnership,

the sole member of each of the foregoing entities

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV PALM BEACH CC LLC

BCI IV POMPANO IC LLC

BCI IV LANHAM DC LLC

BCI IV PARK 100 DC LLC

BCI IV TRADE ZONE IC LLC

BCI IV TOTOWA CC LLC

BCI IV DEMAREST DC LLC

BCI IV CHICAGO IC LLC

BCI IV UPLAND DC LLC

BCI IV SALT LAKE CITY DC LLC

BCI IV SALT LAKE CITY DC II LLC

BCI IV KENT IP LLC

BCI IV RENTON DC LLC

BCI IV WEST VALLEY DC II LLC

BCI IV AUBURN 167 IC LLC

BCI IV TACOMA CC LLC

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By:

AIREIT Portfolio Real Estate Holdco LLC, a Delaware limited liability company,

the sole member of each of the foregoing entities

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV AIRPORT IC LP,

a Delaware limited partnership

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By:BCI IV Airport IC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV KELLY TRADE CENTER LP,

a Delaware limited partnership

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By:BCI IV Kelly Trade Center GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV MONTE VISTA IC LP,

a Delaware limited partnership

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By:BCI IV Monte Vista IC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV EXECUTIVE AIRPORT DC II LLC,

a Delaware limited liability company

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By:BCI IV BR LLC,

a Delaware limited liability company, its sole member

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By:BCI IV Executive Airport DC II Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV MARIGOLD DC LP,

a Delaware limited partnership

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By:BCI IV Marigold DC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV INTERMODAL LOGISTICS CENTER LP,

a Delaware limited partnership

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By:BCI IV Intermodal Logistics Center GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV MIRALOMA IC LP,

a Delaware limited partnership

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By:BCI IV Miraloma IC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV NELSON INDUSTRIAL CENTER LP,

a Delaware limited partnership

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By:BCI IV Nelson Industrial Center GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV RANCHO CUCAMONGA BC LP,

a Delaware limited partnership

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By:BCI IV Rancho Cucamonga BC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV BRODHEAD DC LLC,

a Delaware limited liability company

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By:BCI IV Brodhead DC Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV LAPORTE DC LP,

a Delaware limited partnership

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By:BCI IV LaPorte DC GP LLC,

a Delaware limited liability company, its general partner

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By:BTC I REIT B LLC,

a Delaware limited liability company, its sole member

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By:IPT BTC I GP LLC,

a Delaware limited liability company, its manager

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By:IPT Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV IRON RUN DC II LLC,

a Delaware limited liability company

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By:BCI IV Iron Run DC II Holdco LLC,

a Delaware limited liability company, its managing member

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV MECHANICSBURG DC LLC,

a Delaware limited liability company

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By:BCI IV Mechanicsburg DC Holdco LLC,

a Delaware limited liability company, its managing member

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV DREW COURT CC LLC,

a Delaware limited liability company

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By:BCI IV Drew Court CC Holdco LLC,

a Delaware limited liability company, its managing member

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV STOCKTON DC II LP,

a Delaware limited partnership

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By:BCI IV Stockton DC II GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV STOCKTON INDUSTRIAL CENTER LP,

a Delaware limited partnership

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By:BCI IV Stockton Industrial Center GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV TRACY DC LP,

a Delaware limited partnership

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By:BCI IV Tracy DC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV TRACY DC II LP,

a Delaware limited partnership

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By:BCI IV Tracy DC II GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV ETIWANDA IC LP,

a Delaware limited partnership

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By:BCI IV Etiwanda IC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV VALENCIA IC LP,

a Delaware limited partnership

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By:BCI IV Valencia IC GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV STONEWOOD LOGISTICS CENTER LLC,

a Delaware limited liability company

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By:BCI IV Stonewood LC Holdco LLC,

a Delaware limited liability company, its sole and managing member

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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BCI IV COLONY CROSSING LP,

a Delaware limited partnership

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By:BCI IV Colony Crossing GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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SUBSIDIARY GUARANTORS CONT.:

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BCI IV MONUMENT BP LP,

a Delaware limited partnership

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By:BCI IV Monument BP GP LLC,

a Delaware limited liability company, its general partner

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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HAINESPORT COMMERCE CENTER URBAN RENEWAL LLC,

a New Jersey limited liability company

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By:BCI IV Hainesport CC LLC,

a Delaware limited liability company, its sole member

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By:MPLD II REIT B,

a Texas real estate investment trust, its sole equity member

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By:AIREIT Portfolio Real Estate Holdco LLC,

a Delaware limited liability company, its sole common stockholder

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By:AIREIT Operating Partnership LP,

a Delaware limited partnership, its sole member

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By:

Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general partner

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By: /s/ SCOTT SEAGER

Name: Scott Seager

Title:Principal, Chief Financial Officer & Treasurer

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JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

By:

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/s/ RYAN DEMPSEY

Name:

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Ryan Dempsey

Title:

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Authorized Signatory

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WELLS FARGO BANK, N.A., as a Lender

By:

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/s/ CRAIG V. KOSHKARIAN

Name:

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Craig V. Koshkarian

Title:

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Director

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

By:

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/s/ WILL BOWERS

Name:

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Will Bowers

Title:

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Senior Vice President

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PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:

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/s/ JAMES A. HARMANN

Name:

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James A. Harmann

Title:

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Senior Vice President

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US BANK, NATIONAL ASSOCIATION, as a Lender

By:

​

/s/ TRAVIS H. MYERS

Name:

​

Travis H. Myers

Title:

​

Vice President

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​

REGIONS BANK, as a Lender

By:

​

/s/ GHI S. GAVIN

Name:

​

Ghi S. Gavin

Title:

​

Senior Vice President

​

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​

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​

​

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​

EASTERN BANK, as a Lender

By:

​

/s/ JARED H. WARD

Name:

​

Jared H. Ward

Title:

​

Senior Vice President

​

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​

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​

ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender

By:

​

/s/ MITCHELL VEGA

Name:

​

Mitchell Vega

Title:

​

Senior Vice President

​

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SCHEDULE A

​

SCHEDULE 3.13 TO AMENDED CREDIT AGREEMENT

​

UNENCUMBERED PROPERTIES

​

#

Asset Name

Entity Name

Date Acquired / Completed

Date Added As Unencumbered Property

1

Medley IC

BCI IV Medley IC LLC

4/11/2018

4/11/2018

2

Midway IC

BCI IV Midway IC LLC

10/22/2018

10/22/2018

3

Iron Run DC

BCI IV Iron Run DC LLC

12/4/2018

12/4/2018

4

7A DC

BCI IV 7A DC LLC

2/11/2019

2/11/2019

5

Airport IC

BCI IV Airport IC LP

1/8/2019

1/8/2019

6

Addison DC II

BCI IV Addison DC II LLC

12/21/2018

12/27/2018

7

Kelly Trade Center

BCI IV Kelly Trade Center LP

1/31/2019

1/31/2019

8

Quakerbridge DC

BCI IV Quakerbridge DC LLC

3/11/2019

3/11/2019

9

Hebron Airpark Logistics Center

BCI IV Hebron Airpark Logistics Center LLC

5/30/2019

5/30/2019

10

Monte Vista IC

BCI IV Monte Vista IC LP

6/7/2019

6/7/2019

11

Avenue B Industrial Center

BCI IV Avenue B Industrial Center LLC

9/11/2019

9/16/2019

12

King of Prussia IC I

BCI IV King of Prussia Industrial Center LLC

6/21/2019

6/21/2019

13

King of Prussia IC II

BCI IV King of Prussia Industrial Center LLC

6/21/2019

6/21/2019

14

King of Prussia IC III

BCI IV King of Prussia Industrial Center LLC

6/21/2019

6/21/2019

15

King of Prussia IC IV

BCI IV King of Prussia Industrial Center LLC

6/21/2019

6/21/2019

16

King of Prussia IC V

BCI IV King of Prussia Industrial Center LLC

6/21/2019

6/21/2019

17

Edison DC

BCI IV Edison DC LLC

6/28/2019

6/28/2019

18

Executive Airport DC II

BCI IV Executive Airport DC II LLC

9/3/2020

8/17/2021

19

Bishops Gate DC

BCI IV Bishops Gate DC LLC

12/31/2019

12/10/2019

20

Marigold DC

BCI IV Marigold DC LP

12/20/2019

12/31/2019

21

Norcross Industrial Center

BCI IV Norcross Industrial Center LLC

3/23/2020

8/17/2021

22

7A DC II

BCI IV 7A DC II LLC

5/27/2020

6/1/2020

23

Carlstadt IC I

BCI IV Carlstadt IC LLC

11/10/2020

11/11/2020

​

​

​

#

Asset Name

Entity Name

Date Acquired / Completed

Date Added As Unencumbered Property

24

Carlstadt IC II

BCI IV Carlstadt IC LLC

11/10/2020

11/11/2020

25

Lima DC

BCI IV Lima DC LLC

4/15/2020

4/21/2020

26

Eaglepoint Logistics Center

BCI IV Eaglepoint LC LLC

5/26/2020

6/1/2020

27

Intermodal Logistics Center

BCI IV Intermodal Logistics Center LP

6/29/2020

6/30/2020

28

Airpark International Logistics Center I

BCI IV Airpark International Logistics Center LLC

10/9/2020

10/15/2020

29

Airpark International Logistics Center II

BCI IV Airpark International Logistics Center LLC

10/9/2020

10/16/2020

30

Miraloma IC

BCI IV Miraloma IC LP

12/10/2020

3/5/2021

31

Nelson Industrial Center

BCI IV Nelson Industrial Center LP

12/7/2020

3/5/2021

32

Pennsy Logistics Center I

BCI IV Pennsy Logistics Center LLC

12/18/2020

3/5/2021

33

Pennsy Logistics Center II

BCI IV Pennsy Logistics Center LLC

12/18/2020

3/5/2021

34

Rancho Cucamonga BC

BCI IV Rancho Cucamonga BC LP

5/28/2021

6/3/2021

35

Richmond Logistics Center

BCI IV Richmond Logistics Center LLC

6/15/2021

6/29/2021

36

Silicon Valley IC

BCI IV Silicon Valley IC LLC

6/15/2021

6/29/2021

37

Brodhead DC

BCI IV Brodhead DC LLC

6/15/2021

6/29/2021

38

LaPorte DC

BCI IV LaPorte DC LP

6/15/2021

6/29/2021

39

Palm Beach CC

BCI IV Palm Beach CC LLC

7/14/2021

7/14/2021

40

Pompano IC I

BCI IV Pompano IC LLC

7/14/2021

7/14/2021

41

Pompano IC II

BCI IV Pompano IC LLC

7/14/2021

7/14/2021

42

Lanham DC

BCI IV Lanham DC LLC

7/14/2021

7/14/2021

43

Park 100 DC

BCI IV Park 100 DC LLC

7/14/2021

7/14/2021

44

Trade Zone IC

BCI IV Trade Zone IC LLC

7/14/2021

7/14/2021

45

Totowa CC

BCI IV Totowa CC LLC

7/14/2021

7/14/2021

46

Demarest DC

BCI IV Demarest DC LLC

7/14/2021

7/14/2021

47

Iron Run DC II

BCI IV Iron Run DC II LLC

7/14/2021

7/14/2021

48

Mechanicsburg DC

BCI IV Mechanicsburg DC LLC

7/14/2021

7/14/2021

49

Drew Court CC I

BCI IV Drew Court CC LLC

7/14/2021

7/14/2021

​

​

​

#

Asset Name

Entity Name

Date Acquired / Completed

Date Added As Unencumbered Property

50

Drew Court CC II

BCI IV Drew Court CC LLC

7/14/2021

7/14/2021

51

Chicago IC

BCI IV Chicago IC LLC

7/14/2021

7/14/2021

52

Upland DC

BCI IV Upland DC LLC

7/14/2021

7/14/2021

53

Stockton DC II

BCI IV Stockton DC II LP

7/14/2021

7/14/2021

54

Stockton IC Bldg 1

BCI IV Stockton Industrial Center LP

7/14/2021

7/14/2021

55

Stockton IC Bldg 2

BCI IV Stockton Industrial Center LP

7/14/2021

7/14/2021

56

Tracy DC I

BCI IV Tracy DC LP

7/14/2021

7/14/2021

57

Tracy DC II

BCI IV Tracy DC II LP

7/14/2021

7/14/2021

58

Etiwanda IC Bldg A

BCI IV Etiwanda IC LP

7/14/2021

7/14/2021

59

Etiwanda IC Bldg B

BCI IV Etiwanda IC LP

7/14/2021

7/14/2021

60

Etiwanda IC Bldg C

BCI IV Etiwanda IC LP

7/14/2021

7/14/2021

61

Valencia IC

BCI IV Valencia IC LP

7/14/2021

7/14/2021

62

Salt Lake City DC

BCI IV Salt Lake City DC LLC

7/14/2021

7/14/2021

63

Salt Lake City DC II

BCI IV Salt Lake City DC II LLC

7/14/2021

7/14/2021

64

Kent IP Bldg 3

BCI IV Kent IP LLC

7/14/2021

7/14/2021

65

Kent IP Bldg 4

BCI IV Kent IP LLC

7/14/2021

7/14/2021

66

Renton DC

BCI IV Renton DC LLC

7/14/2021

7/14/2021

67

West Valley DC II Bldg 1

BCI IV West Valley DC II LLC

7/14/2021

7/14/2021

68

West Valley DC II Bldg 2

BCI IV West Valley DC II LLC

7/14/2021

7/14/2021

69

Auburn 167 IC Bldg 1

BCI IV Auburn 167 IC LLC

7/14/2021

7/14/2021

70

Auburn 167 IC Bldg 3B

BCI IV Auburn 167 IC LLC

7/14/2021

7/14/2021

71

Auburn 167 IC Bldg 4

BCI IV Auburn 167 IC LLC

7/14/2021

7/14/2021

72

Tacoma CC

BCI IV Tacoma CC LLC

7/14/2021

7/14/2021

73

Stonewood Logistics Center

BCI IV Stonewood Logistics Center LLC

7/16/2021

8/17/2021

74

Colony Crossing I

BCI IV Colony Crossing LP

8/17/2021

8/17/2021

75

Colony Crossing II

BCI IV Colony Crossing LP

8/17/2021

8/17/2021

76

Madison DC

BCI IV Madison DC LLC

9/17/2021

12/9/2021

77

355 Logistics Center I

BCI IV 355 Logistics Center LLC

10/1/2021

12/9/2021

​

​

​

#

Asset Name

Entity Name

Date Acquired / Completed

Date Added As Unencumbered Property

78

355 Logistics Center II

BCI IV 355 Logistics Center LLC

10/1/2021

12/9/2021

79

California Business Center I

BCI IV California Business Center LLC

10/21/2021

12/9/2021

80

California Business Center II

BCI IV California Business Center LLC

10/21/2021

12/9/2021

81

Commerce Farms Logistics Center

BCI IV Commerce Farms Logistics Center LLC

8/25/2021

12/31/2021

82

Monument BP I

BCI IV Monument BP LP

11/17/2021

12/31/2021

83

Monument BP II

BCI IV Monument BP LP

11/17/2021

12/31/2021

84

Air Commerce Center

BCI IV Air Commerce Center LLC

11/17/2021

12/31/2021

85

Aurora Corporate Center

BCI IV Aurora Corporate Center LLC

11/17/2021

12/31/2021

86

I-24 IC

BCI IV I-24 IC LLC

11/17/2021

12/31/2021

87

Hebron LC

BCI IV Hebron LC LLC

11/17/2021

12/31/2021

88

Walker Mill IC

BCI IV Walker Mill IC LLC

11/18/2021

12/31/2021

89

Greater Boston IC I

BCI IV Greater Boston IC I LLC

11/22/2021

12/31/2021

90

Greater Boston IC II

BCI IV Greater Boston IC II LLC

11/22/2021

12/31/2021

91

Hainesport Commerce Center

Hainesport Commerce Center Urban Renewal LLC

12/21/2021

12/31/2021

92

Westlake LC I

BCI IV Westlake LC LLC

12/16/2021

12/31/2021

93

Westlake LC II

BCI IV Westlake LC LLC

12/16/2021

12/31/2021

94

Westlake LC III

BCI IV Westlake LC LLC

12/16/2021

12/31/2021

95

Westlake LC IV

BCI IV Westlake LC LLC

12/16/2021

12/31/2021

96

Southpark CC I

BCI IV Southpark CC I LLC

12/16/2021

12/31/2021

97

Southpark CC II

BCI IV Southpark CC II LLC

12/16/2021

12/31/2021

98

Windward Ridge BC I

BCI IV Windward Ridge BC LLC

12/16/2021

12/31/2021

99

Windward Ridge BC II

BCI IV Windward Ridge BC LLC

12/16/2021

12/31/2021

100

Windward Ridge BC III

BCI IV Windward Ridge BC LLC

12/16/2021

12/31/2021

101

Windward Ridge BC IV

BCI IV Windward Ridge BC LLC

12/16/2021

12/31/2021

​

​

​

SCHEDULE B

​

SCHEDULE 3.14 TO AMENDED CREDIT AGREEMENT

​

SUBSIDIARIES

​

#

Subsidiary Guarantor

Direct Owner

1

BCI IV Medley IC LLC

AIREIT Operating Partnership LP

2

BCI IV Midway IC LLC

AIREIT Operating Partnership LP

3

BCI IV Iron Run DC LLC

AIREIT Operating Partnership LP

4

BCI IV 7A DC LLC

AIREIT Operating Partnership LP

5

BCI IV Airport IC LP

BCI IV Airport IC GP LLC / AIREIT Operating Partnership LP

6

BCI IV Addison DC II LLC

AIREIT Operating Partnership LP

7

BCI IV Kelly Trade Center LP

BCI IV Kelly Trade Center GP LLC / AIREIT Operating Partnership LP

8

BCI IV Quakerbridge DC LLC

AIREIT Operating Partnership LP

9

BCI IV Hebron Airpark Logistics Center LLC

AIREIT Operating Partnership LP

10

BCI IV Monte Vista IC LP

BCI IV Monte Vista IC GP LLC / AIREIT Operating Partnership LP

11

BCI IV Avenue B Industrial Center LLC

AIREIT Operating Partnership LP

12

BCI IV King of Prussia Industrial Center LLC

AIREIT Operating Partnership LP

13

BCI IV Edison DC LLC

AIREIT Operating Partnership LP

14

BCI IV Executive Airport DC II LLC

BCI IV BR LLC

15

BCI IV Marigold DC LP

BCI IV Marigold DC GP LLC / AIREIT Operating Partnership LP

16

BCI IV Bishops Gate DC LLC

AIREIT Operating Partnership LP

17

BCI IV Norcross Industrial Center LLC

AIREIT Operating Partnership LP

18

BCI IV 7A DC II LLC

AIREIT Operating Partnership LP

19

BCI IV Carlstadt IC LLC

AIREIT Operating Partnership LP

20

BCI IV Lima DC LLC

AIREIT Operating Partnership LP

21

BCI IV Eaglepoint LC LLC

AIREIT Operating Partnership LP

22

BCI IV Intermodal Logistics Center LP

BCI IV Intermodal Logistics Center GP LLC / AIREIT Operating Partnership LP

​

​

​

​

​

​

#

Subsidiary Guarantor

Direct Owner

23

BCI IV Airpark International Logistics Center LLC

AIREIT Operating Partnership LP

24

BCI IV Miraloma IC LP

BCI IV Miraloma IC GP LLC / AIREIT Operating Partnership LP

25

BCI IV Nelson Industrial Center LP

BCI IV Nelson Industrial Center GP LLC / AIREIT Operating Partnership LP

26

BCI IV Pennsy Logistics Center LLC

AIREIT Operating Partnership LP

27

BCI IV Rancho Cucamonga BC LP

BCI IV Rancho Cucamonga BC GP LLC / AIREIT Operating Partnership LP

28

BCI IV Richmond Logistics Center LLC

AIREIT Operating Partnership LP

29

BCI IV Silicon Valley IC LLC

AIREIT Operating Partnership LP

30

BCI IV Brodhead DC LLC

BCI IV Brodhead DC Holdco LLC

31

BCI IV LaPorte DC LP

BCI IV La Porte DC GP LLC

32

BCI IV Palm Beach CC LLC

AIREIT Portfolio Real Estate Holdco LLC

33

BCI IV Pompano IC LLC

AIREIT Portfolio Real Estate Holdco LLC

34

BCI IV Lanham DC LLC

AIREIT Portfolio Real Estate Holdco LLC

35

BCI IV Park 100 DC LLC

AIREIT Portfolio Real Estate Holdco LLC

36

BCI IV Trade Zone IC LLC

AIREIT Portfolio Real Estate Holdco LLC

37

BCI IV Totowa CC LLC

AIREIT Portfolio Real Estate Holdco LLC

38

BCI IV Demarest DC LLC

AIREIT Portfolio Real Estate Holdco LLC

39

BCI IV Iron Run DC II LLC

BCI IV Iron Run DC II Holdco LLC / BCI IV Iron Run DC II Holdco II LLC

40

BCI IV Mechanicsburg DC LLC

BCI IV Mechanicsburg DC Holdco II LLC / BCI IV Mechanicsburg DC Holdco LLC

41

BCI IV Drew Court CC LLC

BCI IV Drew Court CC Holdco LLC / BCI IV Drew Court CC Holdco II LLC

42

BCI IV Chicago IC LLC

AIREIT Portfolio Real Estate Holdco LLC

​

​

​

#

Subsidiary Guarantor

Direct Owner

43

BCI IV Upland DC LLC

AIREIT Portfolio Real Estate Holdco LLC

44

BCI IV Stockton DC II LP

BCI IV Stockton DC II GP LLC / AIREIT Portfolio Real Estate Holdco LLC

45

BCI IV Stockton Industrial Center LP

BCI IV Stockton Industrial Center GP LLC / AIREIT Portfolio Real Estate Holdco LLC

46

BCI IV Tracy DC LP

BCI IV Tracy DC GP LLC / AIREIT Portfolio Real Estate Holdco LLC

47

BCI IV Tracy DC II LP

BCI IV Tracy DC II GP LLC / AIREIT Portfolio Real Estate Holdco LLC

48

BCI IV Etiwanda IC LP

BCI IV Etiwanda IC GP LLC / AIREIT Portfolio Real Estate Holdco LLC

49

BCI IV Valencia IC LP

BCI IV Valencia IC GP LLC / AIREIT Portfolio Real Estate Holdco LLC

50

BCI IV Salt Lake City DC LLC

AIREIT Portfolio Real Estate Holdco LLC

51

BCI IV Salt Lake City DC II LLC

AIREIT Portfolio Real Estate Holdco LLC

52

BCI IV Kent IP LLC

AIREIT Portfolio Real Estate Holdco LLC

53

BCI IV Renton DC LLC

AIREIT Portfolio Real Estate Holdco LLC

54

BCI IV West Valley DC II LLC

AIREIT Portfolio Real Estate Holdco LLC

55

BCI IV Auburn 167 IC LLC

AIREIT Portfolio Real Estate Holdco LLC

56

BCI IV Tacoma CC LLC

AIREIT Portfolio Real Estate Holdco LLC

57

BCI IV Stonewood Logistics Center LLC

BCI IV Stonewood LC Holdco LLC

58

BCI IV Colony Crossing LP

BCI IV Colony Crossing GP LLC / AIREIT Operating Partnership LP

59

BCI IV Madison DC LLC

AIREIT Operating Partnership LP

60

BCI IV 355 Logistics Center LLC

AIREIT Operating Partnership LP

61

BCI IV California Business Center LLC

AIREIT Operating Partnership LP

62

BCI IV Commerce Farms Logistics Center LLC

AIREIT Operating Partnership LP

​

​

​

​

​

​

#

Subsidiary Guarantor

Direct Owner

63

BCI IV Monument BP LP

BCI IV Monument BP GP LLC / AIREIT Operating Partnership LP

64

BCI IV Air Commerce Center LLC

AIREIT Operating Partnership LP

65

BCI IV Aurora Corporate Center LLC

AIREIT Operating Partnership LP

66

BCI IV I-24 IC LLC

AIREIT Operating Partnership LP

67

BCI IV Hebron LC LLC

AIREIT Operating Partnership LP

68

BCI IV Walker Mill IC LLC

AIREIT Operating Partnership LP

69

BCI IV Greater Boston IC I LLC

AIREIT Operating Partnership LP

70

BCI IV Greater Boston IC II LLC

AIREIT Operating Partnership LP

71

Hainesport Commerce Center Urban Renewal LLC

BCI IV Hainesport CC LLC

72

BCI IV Westlake LC LLC

AIREIT Operating Partnership LP

73

BCI IV Southpark CC I LLC

AIREIT Operating Partnership LP

74

BCI IV Southpark CC II LLC

AIREIT Operating Partnership LP

75

BCI IV Windward Ridge BC LLC

AIREIT Operating Partnership LP

​

​

​