SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT

This Second Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) is made as of November 2, 2006, 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 a Second Amended and Restated Credit Agreement dated as of April 22, 2005, as amended by a First Amendment thereto dated as of September 27, 2006 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

B.

The Borrower, Administrative Agent and the Lenders now desire to amend the Credit Agreement in order to further modify certain of the financial covenants contained 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 effective from and after the date (the “Effective Date”) on which this Amendment has been executed by Borrower and the Required Lenders.

3.

As of the Effective Date, Section 6.21 of the Credit Agreement, titled Indebtedness and Cash Flow Covenants, is amended by (i) deleting the figure “$125,000,000” which appears in clause (A) of Subsection 6.21(ii) and replacing it with the figure “$200,000,000” and (ii) deleting the phrase “ten percent (10%) of Total Asset Value” which appears in clause (A) of Subsection 6.21(iii) and replacing it with the phrase “fifteen percent (15%) of Total Asset Value.”:

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 Credit 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.

As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.

6.

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.

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

BORROWER:

INLAND REAL ESTATE CORPORATION

By:

Print Name:

Title:

0000 Xxxxxxxxxxx Xxxx

Xxx Xxxxx, Xxxxxxxx  00000

Attention:  Xxxx X. Xxxxxxxxx

Phone:  (000) 000-0000

Facsimile:  (000) 000-0000

E-mail:  xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx

ADMINISTRATIVE AGENT:

KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent

By:  ____________________________________

Print Name:  _____________________________

Title:  ___________________________________

000 Xxxxxx Xxxxxx, 0xx Xxxxx

XX-00-00-0000

Xxxxxxxxx, Xxxx 00000

Attention:  Xxxxx Xxxxxx

Phone:  (000) 000-0000

Facsimile:  (000) 000-0000

E-mail:  Xxxxx_X_Xxxxxx@XxxXxxx.xxx

With a copy to:

KeyBank National Association

000 Xxxxxx Xxxxxx

Xxxxxxxxx, Xxxx  00000

Attention:

Xxxx Xxxxxxxx

Real Estate Capital Client Services

Phone:

 (000) 000-0000

Facsimile: (000) 000-0000

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LENDERS:

BANK OF AMERICA, N.A.

By:  

Print Name:  Ghi X. Xxxxx

Title:  Senior Vice President

000 Xxxxx Xxxxx Xxxxxx

XX0-000-00-00

Xxxxxxxxx, XX 00000

Attention:  Real Estate Group

Phone:  (000) 000-0000

Facsimile:  (000) 000-0000

E-mail:  xxxxx.xxxxxxxxxxx@xxxxxxxxxxxxx.xxx

LASALLE BANK NATIONAL ASSOCIATION

By:  

Print Name:  

Title:  

000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxxx  00000

Attention:  Xxxxxxx Xxxxx Xxxxxxx

Phone:  (000) 000-0000

Facsimile:  (000) 000-0000

E-mail:  Xxxxxxx.Xxxxx@xxxxxxx.xxx

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EUROHYPO AG, NEW YORK BRANCH

By:

Print Name:

Title:

By:

Print Name:

Title:

Head of Portfolio Operations

Eurohypo AG, New York Branch

1114 Avenue of the Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx  00000

Phone:  (000) 000-0000

Facsimile:  (000) 000-0000

E-mail:  xxxxxxx.xxx@xxx-xx.xxx

With a copy to:

Head of Xxxxx Xxxxxxxxxx

Xxxxxxxx XX, Xxx Xxxx Branch

1114 Avenue of the Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, XX  00000

Facsimile:  (000) 000-0000

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