INCREASE CERTIFICATE April 15, 2016

Exhibit 10.1

INCREASE CERTIFICATE

April 15, 2016

Reference is made to that certain Credit Agreement, dated as of January 14, 2016 (as amended or otherwise modified, the “Credit Agreement”), among Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership (“Borrower”), Xxxxxxx Industrial Realty, Inc., a Maryland corporation (“Parent”), PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.12 of the Credit Agreement, Borrower, Parent, Administrative Agent, and the Lenders party hereto agree to make additional Loans to Borrower in the aggregate amount of up to $100,000,000, which additional Loans may be requested by Borrower and made by each Lender party hereto during the period from the date hereof to the earlier of (a) May 16, 2016 and (b) the date on which Lenders make any such additional Loans to Borrower (the “Increase Availability Period”).

Each Lender party hereto hereby agrees to make additional Loans to Borrower under the Credit Agreement during the Increase Availability Period in an amount not to exceed the amount of Maximum Additional Loans for such Lender set forth on Schedule 1 attached hereto, subject to the following conditions:

(a)Borrower shall not make more than one request for any additional Loans and such request shall be in the minimum amount of $25,000,000;

(b)If Borrower shall request additional Loans in an amount less than the aggregate amount of Maximum Additional Loans set forth on Schedule 1 attached hereto, then Lenders shall make such additional Loans pro rata based upon the amount of such Lender’s Maximum Additional Loans set forth on Schedule 1 attached hereto;

(c)The representations and warranties of Borrower and each other Loan Party contained in Article VII of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Loan Documents, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such additional Loans, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 7.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01 of the Credit Agreement;

(d)No Default shall exist, or would result from such additional Loans or from the application of the proceeds thereof; and

(e)Administrative Agent shall have received a Loan Notice in accordance with the requirements of the Credit Agreement.

The obligations of Lenders to make additional Loans hereunder shall terminate upon the expiration of the Increase Availability Period.

During the Increase Availability Period, Borrower shall pay to Administrative Agent, for the account of each Lender, an unused fee equal to 0.20% times the Maximum Additional Loans for such Lender set forth on Schedule 1 attached hereto. Such unused fee shall be due and payable on the last day of the Increase Availability Period.

Schedule 2.01 of the Credit Agreement is hereby replaced with Schedule 1 attached hereto. If Borrower requests additional Loans in an aggregate amount less than $100,000,000, then Schedule 1 attached hereto shall be updated to reflect such lesser amount of additional Loans and such updated Schedule 1 shall replace Schedule 2.01 of the Credit Agreement.

The Loan Documents are ratified and affirmed by each of Borrower and Parent and shall remain in full force and effect.

This Increase Certificate shall constitute one of the Loan Documents.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGES FOLLOW.

IN WITNESS WHEREOF, each of the undersigned has executed this consent as of the date first written above.

			BORROWER:
			XXXXXXX INDUSTRIAL REALTY, L.P.,
			a Maryland limited partnership
			By:	XXXXXXX INDUSTRIAL REALTY, INC.,
				a Maryland corporation,
				its General Partner
				By:	/s/ Xxxxx Xxxx
					Name: Xxxxx Xxxx
					Title: Chief Financial Officer and Secretary
			PARENT:
			XXXXXXX INDUSTRIAL REALTY, INC.,
			a Maryland corporation,
			By:	/s/ AdeelKhan
				Name: Xxxxx Xxxx
				Title: Chief Financial Officer and Secretary

Signature Page to Increase Certificate

		LENDERS
		PNC BANK, NATIONAL ASSOCIATION
		By:	/s/ Xxxxxxx Xxxxxxx
			Name: Xxxxxxx Xxxxxxx
			Title: Senior Vice President

Signature Page to Increase Certificate

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Xxxxx Xxxxxxx
			Name: Xxxxx Xxxxxxx
			Title: Vice President

Signature Page to Increase Certificate

		CAPITAL ONE NATIONAL ASSOCIATION
		By:	/s/ Xxxxxxxxx X. Xxxxxxx
			Name: Xxxxxxxxx X. Xxxxxxx
			Title: Senior Vice President

Signature Page to Increase Certificate

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Senior Vice President

Signature Page to Increase Certificate

To induce the Lenders to enter into this Increase Certificate, the undersigned hereby (a) consent and agree to its execution and delivery and the terms and conditions thereof, (b) agree that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Loan Documents, and (c) waive notice of acceptance of this Increase Certificate, which binds each of the undersigned and their respective successors and permitted assigns and inures to the benefit of Administrative Agent and Lenders and their respective successors and permitted assigns.

XXXXXXX INDUSTRIAL - 228TH STREET, LLC

XXXXXXX INDUSTRIAL - VANOWEN, LLC

RIF I - MONROVIA, LLC

RIF I - MULBERRY, LLC

RIF I - VALLEY BLVD., LLC

RIF II - XXXXXXX AVENUE, LLC

RIF II - XXXXXXX, LLC

RIF II - EASY STREET, LLC

RIF II - FIRST AMERICAN WAY, LLC

RIF II - LA JOLLA SORRENTO BUSINESS PARK, LLC

RIF II - ORANGETHORPE, LLC

RIF II - ORANGETHORPE TIC, LLC

RIF II - PIONEER AVENUE, LLC

RIF III - 157TH STREET, LLC

RIF III - XXXXXXXXX, LLC

RIF III - AVENUE STANFORD, LLC

RIF III - BROADWAY, LLC

RIF III - EMPIRE LAKES, LLC

RIF III - IMPALA, LLC

RIF III - SANTA FE SPRINGS, LLC

RIF III - YARROW DRIVE, LLC

RIF III - YARROW DRIVE II, LLC

RIF IV – BURBANK, LLC

RIF IV – CENTRAL AVENUE, LLC

RIF IV CORNERSTONE, LLC

By: XXXXXXX INDUSTRIAL REALTY, L.P., a Maryland limited partnership

By: XXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation,
its General Partner

By:    /s/ Xxxxx Xxxx                    

Name: Xxxxx Xxxx    
Title: Chief Financial Officer and Secretary

Signature Page to Increase Certificate

RIF IV - EAST 46TH STREET, LLC

RIF IV - ENFIELD, LLC

RIF IV - GLENDALE, LLC

RIF IV - GRAND, LLC

RIF IV - HARBOR WARNER, LLC

RIF IV - LONG XXXXXX, LLC

RIF IV - XXXXXX, LLC

RIF IV - POINSETTIA, LLC

RIF IV - SAN XXXXXXX, LLC

RIF IV - WEST 33RD STREET, LLC

RIF V - 240TH STREET, LLC

RIF V - ARROW BUSINESS CENTER, LLC

RIF V - XXXXXX, LLC

RIF V - XXXXXX, LLC

RIF V - XXXXXXX, LLC

RIF V - CAMPUS AVENUE, LLC

RIF V - DEL NORTE, LLC

RIF V - GOLDEN VALLEY, LLC

RIF V - GRAND COMMERCE CENTER, LLC

RIF V - MACARTHUR, LLC

RIF V - NORMANDIE BUSINESS CENTER, LLC

RIF V - ODESSA, LLC

RIF V - PARAMOUNT BUSINESS CENTER, LLC

RIF V - XXXXXXXXX INDUSTRIAL PARK, LLC

RIF V - VINEDO, LLC

RIF V – JERSEY, LLC

RIF V – GLENDALE COMMERCE CENTER, LLC

RIF V – 3360 SAN XXXXXXXX, LLC

RIF V – GGC XXXXXX, LLC

XXXXXXX INDUSTRIAL - 2980 SAN XXXXXXXX, LLC

XXXXXXX INDUSTRIAL - 9615 NORWALK, LLC

XXXXXXX INDUSTRIAL - XXXXX, LLC

XXXXXXX INDUSTRIAL - HINDRY, LLC

XXXXXXX INDUSTRIAL - INDUSTRY WAY, LLC

XXXXXXX INDUSTRIAL – SDLAOC, LLC

By: XXXXXXX INDUSTRIAL REALTY, L.P., a Maryland limited partnership

By: XXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation,
its General Partner

By:    /s/ Xxxxx Xxxx                    

Name: Xxxxx Xxxx    
Title: Chief Financial Officer and Secretary

Signature Page to Increase Certificate

SCHEDULE 1 TO INCREASE CERTIFICATE

LOANS AND APPLICABLE PERCENTAGES

Lender	Existing Loans	Maximum Additional Loans	Maximum Total Loans	Applicable Percentages
PNC Bank, National Association	$48,750,000.00	$26,250,000.00	$75,000,000.00	33.333333330%
U.S. Bank National Association	$48,750,000.00	$26,250,000.00	$75,000,000.00	33.333333330%
Capital One National Association	$27,500,000.00	$47,500,000.00	$75,000,000.00	33.333333330%
Total:	$125,000,000.00	$100,000,000.00	$225,000,000.00	100.000000000%

Schedule 1 to Increase Certificate