0001564590-15-005494 Sample Contracts

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Note Purchase and Guarantee Agreement • July 20th, 2015 • Rexford Industrial Realty, Inc. • Real estate investment trusts • New York

Rexford Industrial Realty, L.P., a Maryland limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”), and Rexford Industrial Realty, Inc., a Maryland corporation and the sole general partner and a limited partner of the Issuer (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

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FIRST AMENDMENT TO amended and restated CREDIT AGREEMENT
Credit Agreement • July 20th, 2015 • Rexford Industrial Realty, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO Amended and Restated CREDIT AGREEMENT (this “Amendment”) is entered into as of July , 2015 (the “Effective Date”), among Rexford Industrial Realty, L.P., a Maryland limited partnership (“Borrower”), Rexford Industrial Realty, Inc., a Maryland corporation (“Parent”), each Lender that is a signatory hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer.

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