SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP a Delaware limited partnershipRetail Opportunity Investments Partnership, LP • October 2nd, 2013 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, dated as of September 27, 2013 is entered into by and among Retail Opportunity Investments GP, LLC, a Delaware limited liability company (the "General Partner"), and the limited partner(s) listed on Exhibit A hereto (each a "Limited Partner").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2013, is made and entered into by and among Retail Opportunity Investment Corp., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities, the “Holders” and each the “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • Washington
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (“ROIP”) and each person or entity identified as a signatory on Schedule I (each such person or entity a “Seller” and, collectively, the “Sellers”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Purchase Agreement, as defined below.
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 26, 2013, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), the Subsidiaries of Parent Guarantor executing below as Guarantors (each a “Subsidiary Guarantor; the Parent Guarantor and each Subsidiary Guarantor are hereinafter collectively referred to as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of September 26, 2013, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), the Subsidiaries of Parent Guarantor executing below as Guarantors (each a “Subsidiary Guarantor; the Parent Guarantor and each Subsidiary Guarantor are hereinafter collectively referred to as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”).
TAX PROTECTION AGREEMENTTax Protection Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Delaware corporation (the “REIT”), Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time.
TAX PROTECTION AGREEMENTTax Protection Agreement • October 2nd, 2013 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of September 27, 2013, by and among Retail Opportunity Investments Corp., a Delaware corporation (the “REIT”), Retail Opportunity Investments Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, and each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time.
