EXHIBIT 10.28
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BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT
DATED AS OF DECEMBER 23, 2010
BY AND AMONG
INDUSTRIAL INCOME OPERATING PARTNERSHIP LP,
IIT REAL ESTATE HOLDCO LLC,
AND
EACH OF THE PROJECT BORROWERS REFERENCED HEREIN,
JOINTLY AND SEVERALLY AS BORROWER,
AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
AND
THE LENDERS REFERENCED HEREIN,
AND
PNC BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT,
U.S. BANK, NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT,
J.P. MORGAN SECURITIES LLC AND PNC CAPITAL MARKETS LLC, AS JOINT BOOK
RUNNERS AND JOINT LEAD ARRANGERS,
AND
J.P. MORGAN SECURITIES LLC AS LEAD LEFT BOOK RUNNER
BORROWING BASE REVOLVING LINE
OF CREDIT AGREEMENT
This BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT (this "Agreement") dated
as of December 23, 2010 is made and entered into by and among INDUSTRIAL INCOME
OPERATING PARTNERSHIP LP, a Delaware limited partnership, IIT REAL ESTATE HOLDCO
LLC, a Delaware limited liability company, each of the Project Borrowers (as
hereinafter defined) party hereto from time to time, JPMORGAN CHASE BANK, N.A.,
a national banking association, in its capacity as Administrative Agent (as
hereinafter defined), and the Lenders (as hereinafter defined).
RECITALS
(A) Borrower has requested that Lenders provide to Borrower a borrowing base
revolving line of credit to finance Borrower's (as hereinafter defined)
acquisition and operation of Qualified Properties (as hereinafter defined) and
for working capital and general corporate purposes as more fully described in
Section 2.15(b).
(B) Lenders are willing to provide such a borrowing base revolving line of
credit to Borrower upon the terms and conditions hereinafter set forth.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Administrative Agent and the Lenders agree
that:
ARTICLE 1
DEFINITIONS
1.1 Definitions. In this Agreement, the following capitalized terms have the
following meanings:
"ABR Applicable Margin" means, as of any date with respect to any ABR Borrowing,
the applicable per annum amount then in effect pursuant to Section 2.5(b)
hereof.
"ABR Borrowing" refers to each Advance that bears interest at the ABR Rate.
"ABR Rate" means, with respect to an ABR Borrowing, the sum of (a) the Alternate
Base Rate, plus (b) the ABR Applicable Margin.
"Accordion Increase" means as defined in Section 2.1(c).
"Acquisition Costs" means the sum of (a) the actual purchase price, (b) all
normal and customary third-party costs of closing (including financing costs to
the extent payable at closing, but specifically excluding ongoing costs to carry
the applicable
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Qualified Property (interest, etc.)) paid by Borrower to acquire a Qualified
Property, and (c) acquisition fees and other amounts payable under the Advisory
Agreement, as reasonably approved by Administrative Agent in its reasonable
discretion.
"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16th of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.
"Adjusted NOI" means, with respect to any applicable time period for any