FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
FOURTH AMENDMENT TO FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT
This Fourth Amendment to Fourth Amended and Restated Credit Agreement (the “Amendment”) is made as of March 29, 2012, 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 Fourth Amended and Restated Credit 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 “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 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 effective from and after the date (the “Effective Date”) on which this Amendment has been executed by Borrower and the Required Lenders and the Administrative Agent has received copies thereof.
3.
Article I, titled Definitions, of the Credit Agreement is hereby amended by deleting the existing version of the following definition 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 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.
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 Credit 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.]
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
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Phone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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KEYBANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent
By:/S/ ▇▇▇▇▇▇ ▇▇▇▇▇
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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Phone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
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With a copy to:
KeyBank National Association
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Phone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ FARGO BANK, N.A.,
successor by merger to Wachovia Bank, N.A.
By: /S/ ▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title:
Vice President
▇▇▇▇▇ Fargo Bank
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. Duran
▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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BANK OF AMERICA, N.A.
Individually and as Co-Syndication Agent
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Bank of America, N.A.
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▇▇▇-▇▇▇-▇▇-▇▇
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. Ostwalt
▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION
Individually and as Co-Syndication Agent
By: /S/ ▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title:
Vice President
▇▇▇▇▇ Fargo Bank
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. Duran
▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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RBS CITIZENS, NATIONAL ASSOCIATION,
D/B/A CHARTER ONE
Individually and as Co-Documentation Agent
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Senior Vice President
RBS Citizens, d/b/a Charter One
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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BMO ▇▇▇▇▇▇ FINANCING, INC. (formerly known as BMO Capital Markets Financing, Inc.)
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
Director
BMO ▇▇▇▇▇▇ Financing, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND ▇. ▇▇▇▇▇▇▇▇ PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND ▇▇▇▇▇▇ MARKETPLACE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND HARTFORD PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
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INLAND 1738 ▇▇▇▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND ▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND REAL ESTATE ▇▇▇▇▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
INLAND ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
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INLAND ▇▇▇▇▇▇▇▇▇▇, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
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