SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.43

SECOND AMENDMENT TO SECOND AMENDED AND

RESTATED CREDIT AGREEMENT

This Second Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) is made as of April 16, 2015 by and among INDUSTRIAL PROPERTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), several banks, financial institutions and other entities referred to in the signature pages to this Agreement (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., not individually, but as “Administrative Agent”.

RECITALS

A. The Borrower, the Administrative Agent, and the Lenders are parties to a Second Amended and Restated Credit Agreement dated as of November 21, 2014, as amended by a First Amendment to Second Amended and Restated Credit Agreement dated as of December 19, 2014 (collectively, as amended and modified, the “Credit Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

B. Pursuant to the terms of Section 2.22 of the Credit Agreement, the Borrower has requested an increase in the amount of the Commitments under the Revolving Credit Exposure from $350,000,000 to $400,000,000.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AMENDMENTS

1. The foregoing recitals to this Amendment are incorporated into and made part of this Amendment.

2. Schedule 2.01 of the Credit Agreement is replaced with Schedule 2.01 attached hereto. In accordance with Section 2.22 of the Credit Agreement, the Lenders whose Commitment amounts in Schedule 2.01 have changed, have each agreed to either increase or decrease, as applicable, their respective Commitments as set forth in such revised Schedule 2.01. Each Lender listed in Schedule 2.01 that was not previously a party to the Credit Agreement (each a “New Lender”) by its execution of this Amendment has become a Lender, with a Commitment as set forth in such Schedule 2.01. Each New Lender agrees to fully and timely perform each and every obligation of a Lender under the Credit Agreement from and after the effective date of this Amendment and shall have all of the rights of a Lender as set forth in the Credit Agreement. The effective date of this Amendment shall be the date hereof provided that the conditions precedent to such effectiveness set forth in Section 2.22(e) and Section 10 below have been satisfied. The representations and warranties in Section 7 below shall satisfy the requirements of clause (y) of such Section 2.22(e).

3. Section 2.05(c) of the Credit Agreement is hereby amended by replacing the 4th sentence therein with the following:

“Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, no later than 5:00 p.m. Chicago time if such notice is received by 12:00 noon, Chicago time, on a Business Day, and no later than 10:00 a.m. Chicago time on the immediately succeeding Business Day if such notice is received after 12:00 noon, Chicago time, on a Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loans.”

4. Section 2.06(h) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“All interest accrued on an LC Disbursement shall be due and payable on the date when reimbursement of such LC Disbursement is payable.”

5. Section 2.20(c)(i) of the Credit Agreement is hereby amended and restated as follows:

“all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment and (y) if the conditions set forth in Section 4.02 are satisfied at such time;”

6. The next payment of accrued interest on each Loan made by Borrower pursuant to Section 2.13(d) of the Credit Agreement, following the date of this Amendment, shall be allocated between the Lenders to take into account the variable outstandings of each of the Lenders at different times during the month.

7. The Borrower hereby represents and warrants the following:

a) no Default exists under the Loan Documents;

b) the Loan Documents are in full force and effect and Borrower has no defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents;

c) there has been no material adverse change in the financial condition of the Borrower as shown in its December 31, 2014 financial statements;

d) the Borrower has full power and authority to execute this Amendment and no consents are required for such execution other than any consents which have already been obtained; and

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e) all representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof both before and after giving effect to change in Commitment amounts, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date, and except that for purposes of this clause (e), the representations and warranties contained in subsections (a) and (b) of Section 3.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01.

8. The effectiveness of this Amendment shall be conditioned on the following:

a) The representations and warranties in Section 7 being true and correct.

b) Any fees required to be paid to the Administrative Agent or any Lender in connection with this Agreement on or before the Closing Date shall have been paid.

c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date that is three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(d) Borrower has made any prepayment of Revolving Loans required by the last sentence of Section 2.22(e) of the Credit Agreement.

9. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the “Credit Agreement” henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment.

10. 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. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.

11. This Amendment shall become effective when it has been executed by the Borrower, the Administrative Agent, and the Lenders, including each New Lender, and the conditions set forth in Section 8 above have been satisfied.

[Remainder of Page Intentionally Left Blank.]

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

		INDUSTRIAL PROPERTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership
		By:		Industrial Property Trust Inc., a Maryland corporation, its general partner
				By:		/s/ XXXXXX X. XXXXXXXXX
				Name:		Xxxxxx X. XxXxxxxxx
				Title:		Chief Financial Officer

S-1

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:		/s/ XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Authorized Officer

S-2

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender
By:		/s/ XXXXX X. STACKER
Name:		Xxxxx X. Stacker
Title:		Senior Vice President

S-3

REGIONS BANK, as Co-Documentation Agent and as a Lender
By:		/s/ XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		Assistant Vice President

S-4

KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender
By:		/s/ XXXXXXXXXXX X. XXXX
Name:		Xxxxxxxxxxx X. Xxxx
Title:		Vice President

S-5

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:		/s/ XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		AVP

S-6

FIFTH THIRD BANK,
as a Lender
By:		/s/ XXXXXXX XXXXXXX
Name:		Xxxxxxx Xxxxxxx
Title:		AVP, Relationship Manager

S-7

CAPITAL ONE NATIONAL ASSOCIATION, as a Lender
By:		/s/ XXXXXXXXX X. XXXXXXX
Name:		Xxxxxxxxx X. Xxxxxxx
Title:		Senior Vice President

S-8

BANK OF THE WEST,
as a Lender
By:		/s/ XXXXXXXX XXXXXX
Name:		Xxxxxxxx Xxxxxx
Title:		Vice President

S-9

THE HUNTINGTON NATIONAL BANK,
as a Lender
By:		/s/ XXXXXXXXXX XXXXXXXXX
Name:		Xxxxxxxxxx Xxxxxxxxx
Title:		Assistance Vice President

S-10

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

COMMITMENTS

Name		Commitment				Percentage
JPMorgan Chase Bank, N.A.		$	75,000,000.00				18.750000000	%
Xxxxx Fargo Bank, National Association		$	75,000,000.00				18.750000000	%
Regions Bank		$	35,000,000.00				8.750000000	%
KeyBank National Association		$	30,000,000.00				7.500000000	%
U.S. Bank National Association		$	50,000,000.00				12.500000000	%
Capital One National Bank		$	35,000,000.00				8.750000000	%
Fifth Third Bank		$	35,000,000.00				8.750000000	%
Bank of the West		$	30,000,000.00				7.500000000	%
The Huntington National Bank		$	35,000,000.00				8.750000000	%