Retail Properties of America, Inc. Sample Contracts

Retail Properties of America, Inc. – SECOND AMENDMENT TO TERM LOAN AGREEMENT (February 13th, 2019)

This Second Amendment to Term Loan Agreement (this “Amendment”) is made as of November 20, 2018, among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “Administrative Agent”) and each of the Lenders (as defined in the Loan Agreement referenced in the recitals below) party hereto.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 12th, 2019)

Oak Brook, IL – February 12, 2019 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 12th, 2019)

Oak Brook, IL – February 12, 2019 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. TO Trustee Indenture Dated as of , Subordinated Debt Securities (November 2nd, 2018)

INDENTURE, dated as of             ,         , between RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (hereinafter called the “Company”), having its principal office at 2021 Spring Road, Suite 200, Oak Brook, Illinois, 60523, and             , as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at             .

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (October 30th, 2018)

Oak Brook, IL – October 30, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (October 30th, 2018)

Oak Brook, IL – October 30, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2018.

Retail Properties of America, Inc. – FIRST AMENDMENT TO TERM LOAN AGREEMENT (August 1st, 2018)

This First Amendment to Term Loan Agreement (this “Amendment”) is made as of May 17, 2018, among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “Administrative Agent”) and each of the Lenders (as defined in the Loan Agreement referenced in the recitals below) party hereto.

Retail Properties of America, Inc. – RETENTION AGREEMENT (August 1st, 2018)

This Retention Agreement (the “Agreement”) is made and entered into by and between Julie M. Swinehart (“Executive”) and Retail Properties of America, Inc., a Maryland corporation (the “Company”), effective as of July 30, 2018 (the “Effective Date”).

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (July 31st, 2018)

Oak Brook, IL – July 31, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and six months ended June 30, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (July 31st, 2018)

Oak Brook, IL – July 31, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and six months ended June 30, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN (July 24th, 2018)
Retail Properties of America, Inc. – SEPARATION AGREEMENT AND GENERAL RELEASE (May 2nd, 2018)

This Separation Agreement and General Release (“Agreement”) is being entered into by Retail Properties of America, Inc. (“Employer” or “Company”) and Paula C. Maggio (“Employee”) (together, the “Parties”).

Retail Properties of America, Inc. – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 23, 2018 AMONG RETAIL PROPERTIES OF AMERICA, INC., AS BORROWER, AND KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, WELLS FARGO SECURITIES, LLC AND KEYBANC CAPITAL MARKETS INC., AS JOINT BOOK MANAGERS, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT, WELLS FARGO SECURITIES, LLC KEYBANC CAPITAL MARKETS INC., U.S. BANK NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC, CAPITAL ONE, NATIONAL ASSOCIATION AND REGIONS CAPITAL MARKETS, a Division of Regions Bank, AS CO-LEAD ARRANGERS, (May 2nd, 2018)

This Fifth Amended and Restated Credit Agreement (the “Agreement”) dated as of April 23, 2018, is among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as “Administrative Agent”.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. (May 1st, 2018)

Oak Brook, IL – May 1, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter ended March 31, 2018.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. (May 1st, 2018)

Oak Brook, IL – May 1, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter ended March 31, 2018.

Retail Properties of America, Inc. – INDEMNIFICATION AGREEMENT (February 14th, 2018)

THIS INDEMNIFICATION AGREEMENT is made and entered into this 12thday of October, 2010 ("Agreement"), by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (the "Company"), and Julie Swinehart ("Indemnitee").

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 13th, 2018)

Oak Brook, IL – February 13, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2017.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 13th, 2018)

Oak Brook, IL – February 13, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2017.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (October 31st, 2017)

Oak Brook, IL – October 31, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2017.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (October 31st, 2017)

Oak Brook, IL – October 31, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2017.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (August 1st, 2017)

Oak Brook, IL – August 1, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and six months ended June 30, 2017.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. (May 2nd, 2017)

Oak Brook, IL – May 2, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter ended March 31, 2017.

Retail Properties of America, Inc. – INDEMNIFICATION AGREEMENT (February 15th, 2017)

THIS INDEMNIFICATION AGREEMENT is made and entered into this 2nd day of May, 2016 ("Agreement"), by and between RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (the "Company"), and PAULA C. MAGGIO ("Indemnitee").

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 14th, 2017)

Oak Brook, IL – February 14, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2016.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (February 14th, 2017)

Oak Brook, IL – February 14, 2017 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and year ended December 31, 2016.

Retail Properties of America, Inc. – TERM LOAN AGREEMENT DATED AS OF NOVEMBER 22, 2016 AMONG RETAIL PROPERTIES OF AMERICA, INC., AS BORROWER, AND CAPITAL ONE, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, CAPITAL ONE, NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC, TD BANK, N.A., and REGIONS BANK, AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS, TD BANK, N.A., AS SYNDICATION AGENT, PNC CAPITAL MARKETS LLC and REGIONS BANK, AS CO-DOCUMENTATION AGENT, AND CERTAIN LENDERS FROM TIME TO TIME PARTIES HERETO, AS LENDERS (November 29th, 2016)

This Term Loan Agreement (the “Agreement”) dated as of November 22, 2016, is among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and CAPITAL ONE, NATIONAL ASSOCIATION, not individually, but as “Administrative Agent”.

Retail Properties of America, Inc. – RETENTION AGREEMENT (November 2nd, 2016)

This Retention Agreement (the “Agreement”) is made and entered into by and between Paula C. Maggio (“Executive”) and Retail Properties of America, Inc., a Maryland corporation (the “Company”), effective as of October 31, 2016 (the “Effective Date”).

Retail Properties of America, Inc. – RETENTION AGREEMENT (November 2nd, 2016)

This Amended and Restated Retention Agreement (the “Agreement”) is made and entered into by and between Shane C. Garrison (“Executive”) and Retail Properties of America, Inc., a Maryland corporation (the “Company”), effective as of October 31, 2016 (the “Effective Date”).

Retail Properties of America, Inc. – RETENTION AGREEMENT (November 2nd, 2016)

This Retention Agreement (the “Agreement”) is made and entered into by and between Heath R. Fear (“Executive”) and Retail Properties of America, Inc., a Maryland corporation (the “Company”), effective as of October 31, 2016 (the “Effective Date”).

Retail Properties of America, Inc. – RETENTION AGREEMENT (November 2nd, 2016)

This Amended and Restated Retention Agreement (the “Agreement”) is made and entered into by and between Steven P. Grimes (“Executive”) and Retail Properties of America, Inc., a Maryland corporation (the “Company”), effective as of October 31, 2016 (the “Effective Date”).

Retail Properties of America, Inc. – INDEMNIFICATION AGREEMENT (November 2nd, 2016)

THIS INDEMNIFICATION AGREEMENT is made and entered into this 25th day of October, 2016 ("Agreement"), by and between RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (the "Company"), and ROBERT G. GIFFORD ("Indemnitee").

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (November 1st, 2016)

Oak Brook, IL – November 1, 2016 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2016.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. REPORTS (November 1st, 2016)

Oak Brook, IL – November 1, 2016 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2016.

Retail Properties of America, Inc. – RETAIL PROPERTIES OF AMERICA, INC. $100,000,000 4.08% Senior Notes, Series A, due September 30, 2026 $100,000,000 4.24% Senior Notes, Series B, due December 28, 2028 NOTE PURCHASE AGREEMENT Dated as of September 30, 2016 (October 5th, 2016)

RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”) agrees with each of the Purchasers as follows:

Retail Properties of America, Inc. – I N V E S T O R D A Y S E P T E M B E R 2 1 , 2 0 1 6 | T Y S O N S C O R N E R , V A (September 21st, 2016)

This presentation contains “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995