0001407623-20-000063 Sample Contracts

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP First Amendment Dated as of July 29, 2020 to the Note Purchase Agreement Dated as of November 10, 2017 Re: $250,000,000 4.19% Senior Notes due December 15, 2027
Note Purchase Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This First Amendment dated as of July 29, 2020 (the or this “First Amendment”) to the Note Purchase Agreement dated as of November 10, 2017 is between Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP Third Amendment Dated as of July 29, 2020 to the Amended and Restated Note Purchase Agreement Dated as of September 22, 2016 Re: $200,000,000 3.95% Senior Notes due September 22, 2026
Note Purchase Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

This Third Amendment dated as of July 29, 2020 (the or this “Third Amendment”) to the Amended and Restated Note Purchase Agreement dated as of September 22, 2016 is between Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), Retail Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of July 29, 2020, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Term Loan 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”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 4th, 2020 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2020, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent Guarantor”), 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”).

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