Attached files
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| 8-K - INLAND REAL ESTATE CORP | irc8kfourthamendmenttotermag.htm |
FOURTH AMENDMENT TO
AMENDED AND RESTATED TERM LOAN AGREEMENT
This Fourth Amendment to Amended and Restated Term Loan Agreement (the “Amendment”) is made as of April 23, 2012 but shall be effective as of March 29, 2012 (the “Effective Date”), 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 an Amended and Restated Term Loan 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 “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.
B.
The Borrower, Administrative Agent and the Lenders now desire to amend the Loan 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 deemed to be effective from and after the Effective Date.
3. Section 6.19 of the Loan Agreement is amended as of the Effective Date by deleting the existing version of such Section 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 Loan 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.
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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 Loan 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.]
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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/ BRETT A. BROWN
Print Name: Brett A. Brown
Title: Chief Financial Officer
2901 Butterfield Road
Oak Brook, Illinois
Phone: 630-218-7351
Facsimile: 630-218-7350
Attention: Mark E. Zalatoris
zalatoris@inlandrealestate.com
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KEYBANK NATIONAL ASSOCIATION,
Individually and as Administrative Agent
By: /S/ KEVIN P. MURRAY
Print Name: Kevin P. Murray
Title: Senior Vice President
1200 Abernathy Rd NE, Suite 1550
Atlanta, GA 30328
Phone: 216-689-4660
Facsimile: 216-689-3566
Attention: Kevin Murray
Kevin_P_Murray@KeyBank.com
With a copy to:
KeyBank National Association
KeyBank Real Estate Capital
Mailcode OH-01-49-0424
4900 Tiedeman Road, 4th Floor
Brooklyn, OH 44144
Phone: 216-813-1603
Facsimile: 216-370-6206
Attention: John P. Hyland
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WELLS FARGO BANK, N.A.,
successor by merger to Wachovia Bank, N.A.
By: /S/ WINITA LAU
Name: Winita Lau
Title:
Vice President
Wells Fargo Bank
123 N. Wacker Drive, Suite 1900
Chicago, IL 60606
Phone: (312) 345-1923
Facsimile: (312) 782-0369
Attention: Gail Duran
gail.l.duran@wellsfargo.com
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BANK OF AMERICA, N.A.
Individually and as Co-Syndication Agent
By: /S/ KAY P. OSTWALT
Name:
Kay P. Oswalt
Title: Assistant Vice President
Bank of America, N.A.
101 South Tryon Street
NC1-007-11-15
Charlotte, NC 28255-0001
Phone: (980) 386-7296
Facsimile: (980) 386-6434
Attention: Kay P. Ostwalt
kay.p.ostwalt@baml.com
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WELLS FARGO BANK,
NATIONAL ASSOCIATION
Individually and as Co-Syndication Agent
By: /S/ WINITA LAU
Name: Winita Lau
Title:
Vice President
Wells Fargo Bank
123 N. Wacker Drive, Suite 1900
Chicago, IL 60606
Phone: (312) 345-1923
Facsimile: (312) 782-0369
Attention: Gail Duran
gail.l.duran@wellsfargo.com
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RBS CITIZENS, NATIONAL ASSOCIATION, D/B/A CHARTER ONEIndividually and as Co-Documentation Agent
By: /S/ BRADLEY BINDAS
Name: Bradley Bindas
Title:
Vice President
RBS Citizens, d/b/a Charter One
1215 Superior Avenue, 6th Floor
Cleveland, Ohio 44114
Phone: (216) 277-0199
Facsimile: (216) 277-4607
Attention: Don Wood
Donald.w.woods@charteronebank.com
mjawyn@charteronebank.com
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BMO HARRIS FINANCING, INC. (formerly known as BMO Capital Markets Financing, Inc.)
By: /S/ AARON LANSKI
Name: Aaron LanskiTitle:
Director
BMO Harris Financing, Inc.
115 South LaSalle Street, 5 East
Chicago, IL 60603Phone: (312) 461-6364Facsimile: (312) 461-2968Attention: Aaron Lanskiaaron.lanski@harrisbank.com
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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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND V. RICHARDS PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND MEDINA MARKETPLACE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND 1290 CHICAGO AVENUE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND HARTFORD PLAZA, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
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a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
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INLAND 1738 HAMMOND, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND RYAN, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND REAL ESTATE HAMILTON, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
INLAND 200 CELEBRATION PLACE, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
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INLAND HUTCHINSON, L.L.C.,
a Delaware limited liability company
By:
Inland Real Estate Corporation,
a Maryland corporation, its sole member
By: /S BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
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 BRETT A. BROWN
Name: Brett A. Brown
Title: Chief Financial Officer
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