Retail Properties of America, Inc. Sample Contracts

Retail Properties of America, Inc.RETAIL PROPERTIES OF AMERICA, INC. $400,000,000 4.750% Senior Notes Due 2030 Underwriting Agreement (August 25th, 2020)

Retail Properties of America, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $400,000,000 principal amount of the 4.750% Senior Notes due 2030 of the Company (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 12, 2015 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a third supplemental indenture relating to the Securities to be dated as of August 25, 2020 by and between the Company and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

Retail Properties of America, Inc.RETAIL PROPERTIES OF AMERICA, INC. AS ISSUER AND AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of August 25, 2020 $400,000,000 4.750% SENIOR NOTES DUE 2030 SUPPLEMENT TO INDENTURE DATED AS OF MARCH 12, 2015, BETWEEN RETAIL PROPERTIES OF AMERICA, INC. ... (August 25th, 2020)

THIRD SUPPLEMENTAL INDENTURE, dated as of August 25, 2020 (this “Third Supplemental Indenture”), 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 U.S. BANK NATIONAL ASSOCIATION, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603, supplements that certain Indenture, dated as of March 12, 2015, by and between the Company and the Trustee (the “Base Indenture,” and together with this Third Supplemental Indenture, the “Indenture”).

Retail Properties of America, Inc.RETAIL PROPERTIES OF AMERICA, INC. $100,000,000 4.00% Senior Notes Due 2025 Underwriting Agreement (July 21st, 2020)

Retail Properties of America, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $100,000,000 principal amount of the 4.00% Senior Notes due 2025 of the Company (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 12, 2015 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture relating to the Securities to be dated as of July 21, 2020 by and between the Company and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

Retail Properties of America, Inc.SECOND SUPPLEMENTAL INDENTURE (July 21st, 2020)

SECOND SUPPLEMENTAL INDENTURE, dated as of July 21, 2020 (this “Supplemental Indenture”) 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 U.S. BANK NATIONAL ASSOCIATION, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603.

Retail Properties of America, Inc.FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT (May 6th, 2020)

This First Amendment to Fifth Amended and Restated Credit Agreement (this “Amendment”) is made as of May 4, 2020, 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, 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.FIRST AMENDMENT TO TERM LOAN AGREEMENT (May 6th, 2020)

This First Amendment to Term Loan Agreement (this “Amendment”) is made as of May 4, 2020, 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, 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.THIRD AMENDMENT TO TERM LOAN AGREEMENT (May 6th, 2020)

This Third Amendment to Term Loan Agreement (this “Amendment”) is made as of May 4, 2020, 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 (July 31st, 2019)

This Retention Agreement (this “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 July 29, 2019 (the “Effective Date”).

Retail Properties of America, Inc.RETENTION AGREEMENT (July 31st, 2019)

This Retention Agreement (this “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 July 29, 2019 (the “Effective Date”).

Retail Properties of America, Inc.TERM LOAN AGREEMENT DATED AS OF July 17, 2019 AMONG RETAIL PROPERTIES OF AMERICA, INC., AS BORROWER, AND KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, KEYBANC CAPITAL MARKETS INC., AS BOOK RUNNER, KEYBANC CAPITAL MARKETS INC., BRANCH BANKING AND ... (July 23rd, 2019)

This Term Loan Agreement (the “Agreement”) dated as of July 17, 2019, 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. $100,000,000 4.82% Senior Notes due June 28, 2029 NOTE PURCHASE AGREEMENT Dated as of April 5, 2019 (April 9th, 2019)

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.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.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.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 ... (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.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.AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED BYLAWS OF RETAIL PROPERTIES OF AMERICA, INC. (August 2nd, 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.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 ... (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. $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.FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 6, 2016 AMONG RETAIL PROPERTIES OF AMERICA, INC., AS BORROWER, AND KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, WELLS FARGO SECURITIES LLC, AS CO-LEAD ARRANGER AND JOINT BOOK ... (February 17th, 2016)

This Fourth Amended and Restated Credit Agreement (the “Agreement”) dated as of January 6, 2016, 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.DISTRIBUTION AGREEMENT (December 21st, 2015)

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Morgan Stanley & Co. LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Morgan Stanley”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

Retail Properties of America, Inc.DISTRIBUTION AGREEMENT (December 21st, 2015)

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Jefferies LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Jefferies”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

Retail Properties of America, Inc.DISTRIBUTION AGREEMENT (December 21st, 2015)

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Deutsche Bank Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Deutsche Bank Securities”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

Retail Properties of America, Inc.DISTRIBUTION AGREEMENT (December 21st, 2015)

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Citigroup Global Markets Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Citigroup”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

Retail Properties of America, Inc.INDEMNIFICATION AGREEMENT (November 4th, 2015)

THIS INDEMNIFICATION AGREEMENT is made and entered into this 17th day of August, 2015 ("Agreement"), by and between RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (the "Company"), and HEATH R. FEAR ("Indemnitee").

Retail Properties of America, Inc.SEPARATION AGREEMENT AND GENERAL RELEASE (November 4th, 2015)

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

Retail Properties of America, Inc.INDEMNIFICATION AGREEMENT (August 5th, 2015)

THIS INDEMNIFICATION AGREEMENT is made and entered into this 28th day of July, 2015 ("Agreement"), by and between RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (the "Company"), and BONNIE S. BIUMI ("Indemnitee").

Retail Properties of America, Inc.SEPARATION AGREEMENT AND GENERAL RELEASE (August 5th, 2015)

This Separation Agreement and General Release (“Agreement”) is being entered into as of May 7, 2015 by Retail Properties of America, Inc. (“Employer” or “Company”) and Angela M. Aman (“Employee”) (together, the “Parties”).