FOURTH AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
FOURTH AMENDMENT TO
AMENDED AND RESTATED TERM LOAN AGREEMENT
This Fourth Amendment to Amended and Restated Term Loan Agreement (the “Amendment”) is made as of April 23, 2012 but shall be effective as of March 29, 2012 (the “Effective Date”), by and among Inland Real Estate Corporation (the “Borrower”), KeyBank National Association, individually and as “Administrative Agent,” and the “Lenders” as shown on the signature pages hereof.
R E C I T A L S
A.
Borrower, Administrative Agent and the Lenders have entered into an Amended and Restated Term Loan Agreement dated as of June 24, 2010, as amended by a First Amendment thereto dated as of August 13, 2010, a Second Amendment thereto dated as of March 11, 2011 and a Third Amendment thereto dated as of June 23, 2011 (as it may be further amended from time to time, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.
B.
The Borrower, Administrative Agent and the Lenders now desire to amend the Loan Agreement in order to amend one of the covenants therein.
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:
AGREEMENTS
1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.
2. This Amendment shall be deemed to be effective from and after the Effective Date.
3. Section 6.19 of the Loan Agreement is amended as of the Effective Date by deleting the existing version of such Section and replacing it with the following:
“6.19. Variable Interest Indebtedness. The Borrower and its Subsidiaries shall not at any time permit the outstanding principal balance of Indebtedness which bears interest at an interest rate that is not fixed through the maturity date of such Indebtedness to exceed twenty-five percent (25%) of Total Asset Value, unless all of such Indebtedness in excess of such amount is subject to a Swap Contract approved by the Administrative Agent that effectively converts the interest rate on such excess to a fixed rate.”
4. Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Unmatured Default, the representations and warranties contained in Article V of the Loan Agreement are true and correct in all material respects as of such date and Borrower has no offsets or claims against any of the Lenders.
5.
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The undersigned Subsidiaries of the Borrower, having executed and joined in this Amendment as shown below, jointly and severally, hereby (i) approve and ratify this Amendment, (ii) confirm that they have previously joined in, or hereby join in, the Subsidiary Guaranty, that they are Subsidiary Guarantors under the Subsidiary Guaranty and that their obligations under the Subsidiary Guaranty will continue in full force and effect and (iii) agree to fully and timely perform each and every obligation of a Subsidiary Guarantor under such Subsidiary Guaranty.
6. As expressly modified as provided herein, the Loan Agreement shall continue in full force and effect.
7. 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.
[Signature pages follow.]
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IN WITNESS WHEREOF, the Borrower and the Required Lenders have executed this Amendment as of the date first above written.
BORROWER:
INLAND REAL ESTATE CORPORATION
By: /S/ XXXXX X. XXXXX
Print Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxxxxx
xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
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KEYBANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent
By: /S/ XXXXX X. XXXXXX
Print Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
0000 Xxxxxxxxx Xx XX, Xxxxx 0000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxx Xxxxxx
Xxxxx_X_Xxxxxx@XxxXxxx.xxx
With a copy to:
KeyBank National Association
XxxXxxx Xxxx Xxxxxx Xxxxxxx
Xxxxxxxx XX-00-00-0000
0000 Xxxxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxx
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XXXXX FARGO BANK, N.A.,
successor by merger to Wachovia Bank, N.A.
By: /S/ XXXXXX XXX
Name: Xxxxxx Xxx
Title:
Vice President
Xxxxx Fargo Bank
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
xxxx.x.xxxxx@xxxxxxxxxx.xxx
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BANK OF AMERICA, N.A.
Individually and as Co-Syndication Agent
By: /S/ XXX X. XXXXXXX
Name:
Xxx X. Xxxxxx
Title: Assistant Vice President
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx X. Ostwalt
xxx.x.xxxxxxx@xxxx.xxx
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XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Individually and as Co-Syndication Agent
By: /S/ XXXXXX XXX
Name: Xxxxxx Xxx
Title:
Vice President
Xxxxx Fargo Bank
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
xxxx.x.xxxxx@xxxxxxxxxx.xxx
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RBS CITIZENS, NATIONAL ASSOCIATION, D/B/A CHARTER ONEIndividually and as Co-Documentation Agent
By: /S/ XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title:
Vice President
RBS Citizens, d/b/a Charter One
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx Xxxx
Xxxxxx.x.xxxxx@xxxxxxxxxxxxxx.xxx
xxxxxx@xxxxxxxxxxxxxx.xxx
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BMO XXXXXX FINANCING, INC. (formerly known as BMO Capital Markets Financing, Inc.)
By: /S/ XXXXX XXXXXX
Name: Xxxxx LanskiTitle:
Director
BMO Xxxxxx Financing, Inc.
000 Xxxxx XxXxxxx Xxxxxx, 0 Xxxx
Xxxxxxx, XX 60603Phone: (312) 461-6364Facsimile: (312) 461-2968Attention: Xxxxx Xxxxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx
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The undersigned hereby consent to this Amendment and join in this Amendment as of the date first written above.
INLAND NANTUCKET SQUARE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND LANSING SQUARE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND EASTGATE SHOPPING CENTER, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND ORLAND GREENS, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND TWO RIVERS PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND ELMWOOD PARK, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND PARK CENTER PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND X. XXXXXXXX PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND GATEWAY SQUARE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND SCHAUMBURG PROMENADE, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND BRUNSWICK MARKETPLACE, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND XXXXXX MARKETPLACE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND 0000 XXXXXXX XXXXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND HARTFORD PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
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a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND REAL ESTATE-ILLINOIS, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND MAPLE PARK PLACE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND RIVER SQUARE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND RIVERTREE COURT, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND SIX CORNERS, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND REAL ESTATE LB 1, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND REAL ESTATE NAPERWEST, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND SKOKIE FASHION SQUARE II, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND REAL ESTATE COLUMN i, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND WEST RIVER CROSSINGS, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND HICKORY CREEK, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND RIVERPLACE CENTRE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND 250 GOLF SCHAUMBURG, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND 1738 XXXXXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND PLYMOUTH COLLECTION, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND TRAVERSE CITY, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND FREEPORT SOUTHWEST AVENUE, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND BAYTOWNE SQUARE, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND XXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND REAL ESTATE XXXXXXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND 000 XXXXXXXXXXX XXXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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INLAND XXXXXXXXXX, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND MANAKATO HEIGHTS, L.L.C., a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND ROCHESTER MARKETPLACE, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND REAL ESTATE UNIVERSITY CROSSINGS, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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TDC HIGHWAY 41, L.L.C.
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND WAUCONDA CROSSINGS, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND APACHE SHOPPES, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
INLAND WOODBURY COMMONS, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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