REFORMATION AND MODIFICATION OF FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
REFORMATION AND MODIFICATION OF FIFTH
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
This REFORMATION AND MODIFICATION OF FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Reformation”) is made and entered into as of April 23, 2013, but effective as of August 21, 2012, by and among Inland Real Estate Corporation, a Maryland corporation (“Borrower”), KeyBank National Association, a national banking association, both individually as a “Lender” and as “Administrative Agent” under the Credit Agreement (as defined below) and the other Lenders under such Credit Agreement.
R E C I T A L S:
A. Borrower and Lenders entered into a Fifth Amended and Restated Credit Agreement, dated as of August 21, 2012 (the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
B. In Section 7.6 of the Credit Agreement, the Borrower and Lenders provided that the Indebtedness due from IN Retail Fund Algonquin Commons L.L.C., an Illinois limited liability company, under loans made by Teachers Insurance and Annuity Association of America with respect to the Algonquin Projects (as herein defined) (the “Algonquin Indebtedness”),and related Recourse Indebtedness shall not constitute “Material Indebtedness” for purposes of the cross default provisions of Section 7.6 of the Credit Agreement.
C. The parties’ intent, as evidenced by Section 7.6, was to provide exceptions under the Credit Agreement from certain covenants, representations and default provisions with respect to the projects commonly known as Algonquin Commons and The Exchange at Algonquin Commons, each located in Algonquin, Illinois (the “Algonquin Projects”).
D. The Borrower and Lenders desire to reform and amend the Credit Agreement to more clearly reflect their intent to exclude the Algonquin Projects from the scope of such covenants, representations and default provisions.
NOW, THEREFORE, the Credit Agreement shall be reformed and amended, effective as of the Agreement Execution Date, as follows:
1.Reformation of Credit Agreement. Notwithstanding anything in the Credit Agreement to the contrary: (i) IN Retail Fund Algonquin Commons L.L.C., an Illinois limited liability company (“IN Retail Fund Algonquin Commons”) shall not constitute a Subsidiary; (ii) no agreement, guaranty, indemnity or other obligation of IN Retail Fund Algonquin Commons shall constitute Indebtedness or a Guarantee Obligation; (iii) no agreement, guaranty, indemnity or other obligation of IN Retail Fund, L.L.C., a Delaware limited liability company (“IN Retail Fund JV”) with respect to the Algonquin Indebtedness or of the Borrower with respect to the Algonquin Indebtedness shall constitute Indebtedness or a Guarantee Obligation.
2. Non-Impairment. Except as expressly provided herein, nothing in this Reformation shall alter or affect any provision, condition, or covenant contained in the Credit Agreement or any of the Loan Documents or affect or impair any rights, powers, or remedies of Lenders, it being the intent of the parties hereto that the provisions of the Loan Documents shall continue in full force and effect except as expressly reformed and modified hereby; provided, that for purposes of avoiding ambiguity, Lenders acknowledge and agree that to the extent a breach of a Loan Document, a Default or an Unmatured Default would have occurred prior to the date of entry into
this Reformation but for the corrections and modifications contained in, or otherwise effected by, this Reformation, no such breach, Default or Unmatured Default has occurred.
3. Counterparts. This Reformation may be executed in one or more counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the Borrower and the Lenders, individually and in their respective capacities as Agents, as applicable, have executed this Agreement as of the date first above written.
INLAND REAL ESTATE CORPORATION, a Maryland corporation
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Title: | Executive Vice President |
Chief Financial Officer | |
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COMMITMENT: KEYBANK NATIONAL ASSOCIATION,
$30,000,000 Individually and as Administrative Agent
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
Title: | Senior Vice President |
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With a copy to:
KeyBank National Association
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COMMITMENT: BANK OF AMERICA, N.A.,
$35,000,000 Individually and as Co-Syndication Agent
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title: | Senior Vice President |
Bank of America, N.A.
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COMMITMENT: ▇▇▇▇▇ FARGO BANK, NATIONAL
$35,000,000 ASSOCIATION, Individually and as Co-Syndication
Agent
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Title: | Senior Vice President |
▇▇▇▇▇ Fargo Bank
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COMMITMENT: RBS CITIZENS, NATIONAL ASSOCIATION,
$25,000,000 d/b/a CHARTER ONE, Individually and as
Co-Documentation Agent
Co-Documentation Agent
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Title: | Vice President |
RBS Citizens, d/b/a Charter One
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Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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COMMITMENT: BANK OF MONTREAL,
$25,000,000 Individually and as Co-Documentation Agent
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ |
Title: | Managing Director |
Bank of Montreal
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Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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COMMITMENT: PNC BANK, NATIONAL ASSOCIATION
$25,000,000
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ |
Name: | ▇▇▇▇ ▇▇▇▇▇▇ |
Title: | Vice President |
PNC Real Estate
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