8-K Filed 08/06/14 LOC & Term Amendments

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2014

(Exact Name of Registrant as Specified in its Charter)



Maryland	001-32185	36-3953261
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2901 Butterfield Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 218-8000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

The information under Item 2.03 below is incorporated by reference into this Item 1.01.


Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 31, 2014, Inland Real Estate Corporation (the “Company”) entered into a Second Amendment (the "Term Loan Amendment") to its Second Amended and Restated Term Loan Agreement dated as of August 21, 2012, (as amended and modified the “Term Loan Agreement”) and a Second Amendment (the "Credit Facility Amendment," and together with the Term Loan Amendment, the “Amendments”) to its Fifth Amended and Restated Credit Agreement dated as of August 21, 2012, (as amended and modified the “Credit Facility,” and together with the Term Loan Agreement, the "Credit Agreements").

The Term Loan Amendment increased the outstanding balance from $180 million to $200 million, which increase will be paid as an Advance to the Company, and extended the maturity date by one year, to July 2019. The Credit Facility Amendment increased the maximum commitment of the bank group from $180 million to $275 million and extended the maturity date by one year to July 2018.

As provided in Schedule 8 in the Amendments, the Company generally may borrow under the Credit Agreements at rates of interest that include a base rate applicable to any particular borrowing plus a graduated spread that varies with the Company's leverage ratio. Certain of the spreads applicable to particular leverage ratios have been decreased by the Amendments.

Also as provided in Schedule 8 in the Amendments, if the Company obtains an investment grade rating from at least two of Moody's, Fitch and S&P, the applicable margins thereafter potentially will decrease and will vary from time to time by reference to the type of advance (ABR or LIBOR) and the then-current credit ratings of the Company rather than the Company's leverage ratio. The Amendments decrease the applicable margins that correspond to certain credit ratings.

The quarterly unfunded commitment fee payable by the Company has been reduced by the Credit Facility Amendment to an amount equal to the unfunded commitment under the Credit Facility (calculated on a daily basis) multiplied by 0.25% per annum, if less than 50% of the commitment is funded, and 0.15%, if more than 50% of the commitment is funded. These fees used to be 0.30% and 0.25% of the unfunded commitment, respectively.

The term "Implied Debt Service," has been deleted and replaced by the term "Unencumbered Annualized Interest," which is defined as the greater of (a) actual incurred interest expense on Unsecured Indebtedness for the last four (4) fiscal quarters of the Borrower for which financial results have been reported, or (b) an amount equal to the product of (i) the outstanding amount of Unsecured Indebtedness as of such date and (ii) six percent (6%).

Certain covenants and the definitions of certain terms in the Credit Agreements have been revised in the Amendments, some of which revisions are summarized in the tables below:



Defined Term Under the Applicable Credit Agreement	Percentage Rate Before Amendments	Percentage Rate After Amendments
“Capitalization Rate”	7.25%	7.00%



Defined Term Under the Applicable Credit Agreement	Amount Before Amendments	Amount After Amendments
“Consolidated Net Worth”	$750,000,000	$850,000,000
“Unencumbered Asset Value”	$500,000,000	$600,000,000
"Adjusted Unencumbered NOI"	1.5x Implied Debt Service	1.75x Unencumbered Annualized Interest

The information set forth above does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendments, which are attached to this current report as exhibits 10.1 and 10.2, respectively and incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired: N/A

(b) Pro Forma Financial Information: N/A

(d) Exhibits:



Exhibit No.			Description

10.1			Second Amendment, dated as of July 31, 2014, to Second Amended and Restated Term Loan Agreement by and among Inland Real Estate Corporation, KeyBank National Association individually and as Administrative Agent, and the Lenders and other parties thereto.

10.2			Second Amendment, dated as of July 31, 2014, to Fifth Amended and Restated Credit Agreement by and among Inland Real Estate Corporation, KeyBank National Association, individually and as Administrative Agent, and the Lenders and other parties thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	INLAND REAL ESTATE CORPORATION

Date: August 6, 2014	By:	/s/ Mark E. Zalatoris
	Name:	Mark E. Zalatoris
	Title:	President and Chief Executive Officer

EXHIBIT INDEX



Exhibit No.			Description

10.1			Second Amendment, dated as of July 31, 2014, to Second Amended and Restated Term Loan Agreement by and among Inland Real Estate Corporation, KeyBank National Association individually and as Administrative Agent, and the Lenders and other parties thereto.

10.2			Second Amendment, dated as of July 31, 2014, to Fifth Amended and Restated Credit Agreement by and among Inland Real Estate Corporation, KeyBank National Association, individually and as Administrative Agent, and the Lenders and other parties thereto.

Exhibit 10.1 Term Loan Amendment

SECOND AMENDMENT TO SECOND

AMENDED AND RESTATED TERM LOAN AGREEMENT

This Second Amendment to Second Amended and Restated Term Loan Agreement (the “Amendment”) is made as of July 31, 2014, 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 Second Amended and Restated Term Loan Agreement dated as of August 21, 2012, as reformed and modified by a Reformation and Modification thereof dated April 23, 2013 but effective as of August 21, 2012, a Reformation and Modification thereof dated July 3, 2014 but effective as of August 21, 2012 and First Amendment to Second Amended and Restated Loan Agreement dated as of August 23, 2013 (as amended, 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 extend the term thereof, to increase the Aggregate Commitment thereunder and to modify certain of the other provisions contained 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 Lenders and all fees due to the Administrative Agent and the Lenders in connection with the execution and delivery of this Amendment have been paid in full.

3.Pursuant to Section 2.2 of the Loan Agreement, at Borrower’s request, each of the Lenders shown on the signature pages hereto as having increased their respective Commitments (the “Increasing Lenders”) and each of the banks joining in the Loan Agreement (the “New Lenders”) hereby agrees to increase or establish its Commitment as of the Effective Date in the amount shown on such signature page so that the Aggregate Commitment as of the Effective Date shall be $200,000,000. Borrower and Administrative Agent shall arrange for the Increasing Lenders and New Lenders either to purchase shares of outstanding Loans held by other Lenders or to fund more than its or their Percentage of new Advances on the Effective Date so that the outstanding Loans held by the Increasing Lenders and New Lenders as of the close of business on the Effective Date shall reflect the revised Percentages resulting from such increased Commitments. The Borrower shall on or before the Effective Date execute and deliver to each New Lender a Note to evidence the Loans to be made by such New Lender.

4.The following definitions in Article I of the Loan Agreement are hereby deleted in their entirety and replaced with the following:

“Capitalization Rate” means 7.00%.

“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or better from at least two (2) of S&P, Fitch and Moody’s.

“Maturity Date” means the first to occur of (i) July 30, 2019, or (ii) such earlier date on which the aggregate principal balance of the Advances becomes due and payable.

5.The following definitions are added to Article I of the Loan Agreement:

“Unencumbered Annualized Interest” means, as of any date of determination, the greater of (a) actual incurred interest expense on Unsecured Indebtedness for the last four (4) fiscal quarters of the Borrower for which financial results have been reported, or (b) an amount equal to the product of (i) the outstanding amount of Unsecured Indebtedness as of such date and (ii) six percent (6%).

“Ratings Based Effective Date” has the meaning set forth in Schedule 8 (Revised) attached hereto.

6.The definition of “Implied Debt Service” in Article I of the Loan Agreement is hereby deleted in its entirety.

7.The following definition in Article I of the Loan Agreement is hereby amended as follows:

“Required Lenders” is hereby amended by (i) deleting the two references to “at least 66 2/3%” and replacing those with references to “greater than 50%" and (ii) deleting the reference to “more than 66 2/3%” and replacing it with a reference to “more than 50%”.

8.Section 2.2 of the Loan Agreement, titled Increases, is hereby amended (i) by deleting the first sentence thereof and replacing it with the following: “The Borrower shall have the right from time to time, provided no Default or Unmatured Default has occurred and is then continuing, to increase the Aggregate Commitment provided that the amount of any such increase (the “Maximum Commitment Increase”), when added to (A) the Aggregate Commitment prior to such increase, and (B) the then-current “Aggregate Commitment” under the Line of Credit Agreement (as such term is defined therein), shall not exceed $675,000,000” and (ii) by deleting the last sentence thereof.

9.Section 6.13 of the Loan Agreement, titled Delivery and Release of Subsidiary Guaranties, is hereby amended by deleting the first sentence in existing subsection (c) of such Section 6.13 and replacing it with the following:

“The Subsidiary Guaranty shall continue in full force and effect until the Ratings Based Effective Date.”

10.Section 6.20 of the Loan Agreement, titled Consolidated Net Worth, is hereby deleted and replaced with the following:

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“6.20. Consolidated Net Worth. The Borrower shall maintain a Consolidated Net Worth of not less than $850,000,000 plus eighty percent (80%) of the equity contributions or sales of treasury stock received by the Borrower after the Effective Date of the Second Amendment to this Agreement.”

11.Section 6.21 of the Loan Agreement, titled Indebtedness and Cash Flow Covenants, is hereby amended by:

a)deleting the reference to “$500,000,000” in subsection 6.21(v) and replacing it with a reference to “$600,000,000”; and

b)deleting existing subsection 6.21(vi) and replacing it with the following:

“(vi) Adjusted Unencumbered NOI to be less than 1.75 times Unencumbered Annualized Interest.”

12.Section 6.23 of the Loan Agreement, titled Permitted Investments, is hereby amended by (a) deleting the reference to “twenty percent (20%)” in Subsection 6.23(b) and replacing it with “twenty-five percent (25%)” and (b) deleting the reference to “twenty-five percent (25%)” in Subsection 6.23(g) and replacing it with “thirty percent (30%).”

13.Section 8.2 of the Loan Agreement, titled Amendments, is hereby amended by deleting subsection (iv) thereof and replacing it with: “(iv) Increase the Aggregate Commitment, except as and to the extent provided in Section 2.2.”

14.Schedule 8 to the Loan Agreement is hereby deleted in its entirety and replaced by Schedule 8 (Revised) attached to this Amendment.

15.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.

16.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.

17.Except as expressly modified as provided herein, the Loan Agreement shall continue in full force and effect.

18.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 Lenders have executed this Amendment as of the date first above written.

BORROWER:

INLAND REAL ESTATE CORPORATION

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and 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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The undersigned, being all of the Subsidiary Guarantors, hereby consent to the foregoing Amendment to the Loan Agreement, and in addition, consent to the following amendment to that certain Subsidiary Guaranty dated as of August 21, 2012 (“Subsidiary Guaranty”), as amended from time to time:

1. The second sentence of Section 9 of the Subsidiary Guaranty is hereby deleted and replaced with the following:

“Subsidiary Guarantors will not seek, accept, or retain for Subsidiary Guarantors’ own account, any payment from Borrower on account of such subordinated debt at any time when a Default or Unmatured Default exists under the Loan Agreement or the Loan Documents or when a default under any Related Swap Contract has occurred and is continuing beyond any applicable notice and cure period thereunder, and any such payments to Subsidiary Guarantors made while any such event has occurred and is continuing on account of such subordinated debt shall be collected and received by Subsidiary Guarantors in trust for the benefit of the holders of any Unsecured Indebtedness (other than Borrower or any other member of the Consolidated Group) and shall be paid over to such holders for application to such Unsecured Indebtedness on a pari passu basis in accordance with such holders’ respective percentages of the total Unsecured Indebtedness, without impairing or releasing the obligations of Subsidiary Guarantors hereunder.”

2. Except as expressly modified as provided herein, the Subsidiary Guaranty shall continue in full force and effect.

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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INLAND SKOKIE FASHION SQUARE II, L.L.C.,

a Delaware limited liability company

By: Inland Real Estate - Illinois, L.L.C., a

Delaware limited liability company, its sole

member

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

INLAND MANKATO 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: Executive Vice President and Chief

Financial Officer

INLAND NORTH AURORA VENTURE, L.L.C.,

a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

- 14-

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: Executive Vice President and Chief

Financial Officer

INLAND BERGEN 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: Executive Vice President and Chief

Financial Officer

INLAND CHESTNUT 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: Executive Vice President and Chief

Financial Officer

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INLAND ELMHURST CITY 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: Executive Vice President and Chief

Financial Officer

INLAND ORLAND LAGRANGE RD. OUTLOT, 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: Executive Vice President and Chief

Financial Officer

INLAND REAL ESTATE 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: Executive Vice President and Chief

Financial Officer

- 16-

INLAND ST. JAMES CROSSING, 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: Executive Vice President and Chief

Financial Officer

INLAND WAUCONDA 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: Executive Vice President and Chief

Financial Officer

INLAND DOWNERS GROVE 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: Executive Vice President and Chief

Financial Officer

- 17-

INLAND TFM LINCOLNSHIRE, 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: Executive Vice President and Chief

Financial Officer

IN RETAIL FUND GREENTREE, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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IN RETAIL FUND GREENTREE OUTLOT, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND MAPLEVIEW, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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PTI FT. WAYNE, LLC, 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: Executive Vice President and Chief

Financial Officer

IN RETAIL FUND RAVINIA, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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IN RETAIL FUND MARKETPLACE AT SIX CORNERS, L.L.C., an Illinois limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND SHOWPLACE, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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INLAND LAKEMOOR, L.L.C., a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND WARSAW, 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: Executive Vice President and Chief

Financial Officer

INLAND FREE MPV, L.L.C., a Delaware limited

liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation, a Maryland

corporation, its sole member and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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INLAND J.8K, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation, a Maryland

corporation, its sole member and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND GRAYHAWK, 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: Executive Vice President and Chief

Financial Officer

INLAND GOLDENROD 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: Executive Vice President and Chief

Financial Officer

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INLAND BIG LAKE, 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: Executive Vice President and Chief

Financial Officer

INLAND REAL ESTATE PARK 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: Executive Vice President and Chief

Financial Officer

INLAND MOKENA 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: Executive Vice President and Chief

Financial Officer

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INLAND IROQUOIS 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: Executive Vice President and Chief

Financial Officer

INLAND OAK FOREST 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: Executive Vice President and Chief

Financial Officer

INLAND PT JV I, L.L.C., a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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Term Commitment: KEYBANK NATIONAL ASSOCIATION,

$31,600,000 Individually and as Administrative Agent

By: /s/ NATHAN WEYER

Name: Nathan Weyer

Title: Vice President

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Phone: (770) 510-2130

Facsimile: (770) 510-2195

Attention: Nathan Weyer

Email: Nathan_Weyer@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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Term Commitment: BANK OF AMERICA, N.A.,

$31,600,000 Individually and as Co-Syndication Agent

By: /s/ TRENT A. DEGUZIS

Name: Trent A. Deguzis

Title: SVP

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

Email: kay.p.ostwalt@baml.com

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Term Commitment: WELLS FARGO BANK, NATIONAL

$31,600,000 ASSOCIATION, Individually and as Co-

Syndication Agent

By: /s/ WINITA LAU

Name: Winita Lau

Title: Vice President

Wells Fargo Bank

10 South Wacker Drive

Chicago, IL 60606

Phone: (312) 269-4809

Facsimile: (312) 782-0969

Attention: Karen Skutt

Email: karen.t.skutt@wellsfargo.com

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Term Commitment: CITIZENS BANK, NATIONAL ASSOCIATION,

$25,250,000 Individually and as Co-Documentation Agent

By: DONALD WOODS

Print Name: Donald Woods

Title: SVP

Citizens Bank, National Association

1215 Superior Avenue, 6th Floor

Cleveland, OH 44114

Phone: (216) 277-0199

Facsimile: (216) 277-4607

Attention: Donald W. Woods

Email: donald.w.woods@rbscitizens.com

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Term Commitment: BANK OF MONTREAL,

$25,250,000 Individually and as Co-Documentation Agent

By: /s/ AARON LANSKI

Print Name: Aaron Lanksi

Title: Managing Director

Bank of Montreal

115 South LaSalle Street, 5 East

Chicago, IL 60603

Phone: (312) 461-6364

Facsimile: (312) 461-2968

Attention: Aaron Lanski

Email: aaron.lanski@harrisbank.com

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Term Commitment: PNC BANK, NATIONAL ASSOCIATION,

$25,250,000 Individually and as Co-Documentation Agent

By: /s/ JOEL DALSON

Print Name: Joel Dalson

Title: Senior Vice President

PNC Real Estate

One North Franklin Street, Suite 2150

C-L01-21

Chicago, IL 60606

Phone: (312) 338-2226

Facsimile: (312) 384-4623

Attention: Joel G. Dalson

Email: joel.dalson@pnc.com

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Term Commitment: FIFTH THIRD BANK, an Ohio banking

$16,850,000 corporation

By: /s/ MICHAEL GLANDT

Print Name: Michael Glandt

Title: Vice President

Fifth Third Bank

222 South Riverside Plaza, Suite 30

Chicago, IL 60606

Phone: (312) 704-5914

Facsimile: (312) 704-7364

Attention: Michael Glandt

Email: Michael.Glandt@53.com

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Term Commitment: ASSOCIATED BANK, NATIONAL

$12,600,000 ASSOCIATION, a national banking association

By: /s/ KRISTA A. CASPER

Print Name: Krista A. Casper

Title: Vice President

Associated Bank, National Association

525 West Monroe Street, 24^th Floor

Chicago, IL 60661

Phone: (312) 544-4655

Facsimile: (312) 544-4667

Attention: Krista Casper

Email: Krista.casper@associatedbank.com

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SCHEDULE 8 (Revised)

APPLICABLE MARGINS PERCENTAGES

Prior to the Ratings Based Effective Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5^th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(e) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. In the event any such compliance certificate is not delivered by Borrower when due under Section 6.1(e) the Administrative Agent shall have the right, if so directed by the Required Lenders, to increase the Applicable Margins to the next higher level until such compliance certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows:



Leverage Based Pricing Grid
Leverage Ratio	LIBOR Applicable Margin	ABR Applicable Margin
< 45%	1.35%	0.35%
> 45%, < 50%	1.45%	0.45%
> 50%, < 55%	1.60%	0.60%
> 55%	1.90%	0.90%

In the event the Borrower obtains an Investment Grade Rating, at the one-time irrevocable election of the Borrower by written notice to Administrative Agent, the Applicable Margins thereafter shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day (the “Ratings Based Effective Date”) of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Rating and made the irrevocable election provided for above. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Ratings Based Pricing Grid”) shall be determined as follows:



Ratings Based Pricing Grid
Credit Rating (S&P/Fitch/Moody’s)	LIBOR Applicable Margin	ABR Applicable Margin
At least A- or A3	1.00%	0.00%
At least BBB+ or Baa1	1.075%	0.075%
At least BBB or Baa2	1.25%	0.25%
At least BBB- or Baa3	1.50%	0.50%
Below BBB- and Baa3	1.95%	0.95%

If the rating agencies assign Credit Ratings which correspond to two different but adjacent levels in the Ratings Based Pricing Grid, the Applicable Margins will be determined based on the level corresponding to the lower of such two levels. If the rating agencies assign Credit Ratings which correspond to either three different levels in the Ratings Based Pricing Grid or to two different, non-adjacent levels in the Ratings Based Pricing Grid, the Applicable Margins will be determined based on the level which is one (1) level above the lowest of such Credit Ratings.

Once the Borrower has elected to be subject to the Ratings Based Pricing Grid, the Leverage Based Pricing Grid shall cease to be available and if the Borrower shall thereafter fail to meet the requirement for an Investment Grade Rating, the level titled “Below BBB- and Baa3” in the Ratings Based Price Grid shall apply.

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Exhibit 10.2 Credit Agreement Amendment

SECOND AMENDMENT TO FIFTH

AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amendment to Fifth Amended and Restated Credit Agreement (the “Amendment”) is made as of July 31, 2014, 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 Fifth Amended and Restated Credit Agreement dated as of August 21, 2012, as reformed and modified by a Reformation and Modification thereof dated April 23, 2013 but effective as of August 21, 2012, a Reformation and Modification thereof dated July 3, 2014 but effective as of August 21, 2012 and First Amendment to Fifth Amended and Restated Credit Agreement dated as of August 23, 2013 (as amended, 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 extend the term thereof, to increase the Aggregate Commitment thereunder and to modify certain of the other provisions contained therein.

AGREEMENTS

1.The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

3.Pursuant to Section 2.4 of the Credit Agreement, at Borrower’s request, each of the Lenders shown on the signature pages hereto as having increased their respective Commitments (the “Increasing Lenders”) and each of the banks joining in the Credit Agreement (the “New Lenders”) hereby agrees to increase or establish its Commitment as of the Effective Date in the amount shown on such signature page so that the Aggregate Commitment as of the Effective Date shall be $275,000,000. Borrower and Administrative Agent shall arrange for the Increasing Lenders and New Lenders either to purchase shares of outstanding Loans held by the other Lenders or to fund more than its or their Percentage of new Advances made on the Effective Date, all in accordance with Section 2.4 so that the outstanding Advances held by the Increasing Lenders and New Lenders as of the close of business on the Effective Date shall reflect the revised Percentages resulting from such new and increased Commitments. The Borrower shall on or before the Effective Date execute and deliver to each New Lender a Note to evidence the Loans to be made by such new Lender.

4.The following definitions in Article I of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

“Capitalization Rate” means 7.00%.

“Facility Termination Date” means July 30, 2018, subject to extension as provided for in Section 2.3.

“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or better from at least two (2) of S&P, Fitch and Moody’s.

“Swingline Commitment” means the obligation of the Swingline Lender to make Swingline Loans not exceeding $50,000,000.

“Unused Fee Percentage” means, with respect to any day during a calendar quarter, (i) 0.15% per annum, if the sum of the Advances and Facility Letter of Credit Obligations outstanding on such day is more than 50% of the Aggregate Commitment, or (ii) 0.25% per annum if the sum of the Advances and Facility Letter of Credit Obligations outstanding on such day is 50% or less than the Aggregate Commitment.

5.The following definitions are added to Article I of the Credit Agreement:

“Ratings Based Effective Date” has the meaning set forth in Schedule 8 (Revised) attached hereto.

6.The definition of “Implied Debt Service” in Article I of the Credit Agreement is hereby deleted in its entirety.

7.The following definition in Article I of the Credit Agreement is hereby amended as follows:

8.Section 2.4 of the Credit Agreement, titled Termination or Increase in Aggregate Commitment, is hereby amended (i) by deleting the second sentence thereof and replacing it with the following: “The Borrower shall also have the right from time to time to increase the Aggregate Commitment provided that the amount of any such increase (the “Maximum Commitment Increase”), when added to (A) the Aggregate Commitment prior to such increase, and (B) the then‑current outstanding amount of the Term Loan, shall not exceed $675,000,000” and (ii) by deleting the last sentence thereof.

9.Section 2.6 of the Credit Agreement, titled Facility Fee, is hereby amended by deleting the text in the first sentence “From and after the date that Borrower obtains an Investment Grade Rating from at least two (2) of Moody’s, Fitch and S&P” and replacing with the text “From and after the Ratings Based Effective Date”.

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10.Section 2.7 of the Credit Agreement, titled Unused Fee, is hereby amended by deleting the last sentence thereof and replacing it with the following:

“From and after the Ratings Based Effective Date, no further Unused Fees shall accrue hereunder.”

11.Section 6.13 of the Credit Agreement, titled Delivery and Release of Subsidiary Guaranties, is hereby amended by deleting the first sentence in existing subsection (c) of such Section 6.13 and replacing it with the following:

“The Subsidiary Guaranty shall continue in full force and effect until the Ratings Based Effective Date.”

12.Section 6.20 of the Credit Agreement, titled Consolidated Net Worth, is hereby deleted and replaced with the following:

"6.20. Consolidated Net Worth. The Borrower shall maintain a Consolidated Net Worth of not less than $850,000,000 plus eighty percent (80%) of the equity contributions or sales of treasury stock received by the Borrower after the Effective Date of the Second Amendment to this Agreement."

13.Section 6.21 of the Credit Agreement, titled Indebtedness and Cash Flow Covenants, is hereby amended by:

a)deleting the reference to “$500,000,000” in subsection 6.21(e) and replacing it with a reference to “$600,000,000"; and

b)deleting existing subsection 6.21(f) and replacing it with the following:

“(f) Adjusted Unencumbered NOI to be less than 1.75 times Unencumbered Annualized Interest.”

14.Section 6.23 of the Credit Agreement, titled Permitted Investments, is hereby amended by (a) deleting the reference to “twenty percent (20%)” in Subsection 6.23(b) and replacing it with “twenty-five percent (25%)” and (b) deleting the reference to “twenty-five percent (25%) in Subsection 6.23(g) and replacing it with to “thirty percent (30%).”

15.Section 8.2 of the Loan Agreement, titled Amendments, is hereby amended by deleting subsection (d) thereof and replacing it with: “(d) Increase the Aggregate Commitment, except as and to the extent provided in Section 2.4.”

16.Schedule 8 to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 8 (Revised) attached to this Amendment.

17.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.

18.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

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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.

19.As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.

20.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 Lenders have executed this Amendment as of the date first above written.

BORROWER:

INLAND REAL ESTATE CORPORATION

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

2901 Butterfield Road

Oak Brook, Illinois

Phone: 630-218-7351

Facsimile: 630-218-7350

Attention: Mark E. Zalatoris

zalatoris@inlandrealestate.com

-5-

The undersigned, being all of the Subsidiary Guarantors, hereby consent to the foregoing Amendment to the Credit Agreement, and in addition, consent to the following amendment to that certain Subsidiary Guaranty dated as of August 21, 2012 (“Subsidiary Guaranty”), as amended from time to time:

1. The second sentence of Section 9 of the Subsidiary Guaranty is hereby deleted and replaced with the following:

“Subsidiary Guarantors will not seek, accept, or retain for Subsidiary Guarantors’ own account, any payment from Borrower on account of such subordinated debt at any time when a Default or Unmatured Default exists under the Credit Agreement or the Loan Documents or when a default under any Related Swap Contract has occurred and is continuing beyond any applicable notice and cure period thereunder, and any such payments to Subsidiary Guarantors made while any such event has occurred and is continuing on account of such subordinated debt shall be collected and received by Subsidiary Guarantors in trust for the benefit of the holders of any Unsecured Indebtedness (other than Borrower or any other member of the Consolidated Group) and shall be paid over to such holders for application to such Unsecured Indebtedness on a pari passu basis in accordance with such holders' respective percentages of the total Unsecured Indebtedness, without impairing or releasing the obligations of Subsidiary Guarantors hereunder.”

2. Except as expressly modified as provided herein, the Subsidiary Guaranty shall continue in full force and effect.

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-7-

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-8-

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

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INLAND SKOKIE FASHION SQUARE II, L.L.C.,

a Delaware limited liability company

By: Inland Real Estate - Illinois, L.L.C., a

Delaware limited liability company, its sole

member

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-11-

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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-12-

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: Executive Vice President and Chief

Financial Officer

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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-13-

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: Executive Vice President and Chief

Financial Officer

INLAND MANKATO 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: Executive Vice President and Chief

Financial Officer

INLAND NORTH AURORA VENTURE, L.L.C.,

a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-14-

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: Executive Vice President and 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: Executive Vice President and 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: Executive Vice President and Chief

Financial Officer

-15-

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: Executive Vice President and Chief

Financial Officer

INLAND BERGEN 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: Executive Vice President and Chief

Financial Officer

INLAND CHESTNUT 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: Executive Vice President and Chief

Financial Officer

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INLAND ELMHURST CITY 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: Executive Vice President and Chief

Financial Officer

INLAND ORLAND LAGRANGE RD. OUTLOT, 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: Executive Vice President and Chief

Financial Officer

INLAND REAL ESTATE 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: Executive Vice President and Chief

Financial Officer

-17-

INLAND ST. JAMES CROSSING, 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: Executive Vice President and Chief

Financial Officer

INLAND WAUCONDA 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: Executive Vice President and Chief

Financial Officer

INLAND DOWNERS GROVE 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: Executive Vice President and Chief

Financial Officer

-18-

INLAND TFM LINCOLNSHIRE, 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: Executive Vice President and Chief

Financial Officer

IN RETAIL FUND GREENTREE, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-19-

IN RETAIL FUND GREENTREE OUTLOT, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND MAPLEVIEW, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

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PTI FT. WAYNE, LLC, 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: Executive Vice President and Chief

Financial Officer

IN RETAIL FUND RAVINIA, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-21-

IN RETAIL FUND MARKETPLACE AT SIX CORNERS, L.L.C., an Illinois limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND SHOWPLACE, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation,

a Maryland corporation, its sole member

and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-22-

INLAND LAKEMOOR, L.L.C., a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND WARSAW, 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: Executive Vice President and Chief

Financial Officer

INLAND FREE MPV, L.L.C., a Delaware limited

liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation, a Maryland

corporation, its sole member and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-23-

INLAND J.8K, L.L.C., a Delaware limited liability company

By: IN Retail Fund, L.L.C., a Delaware limited

liability company, its manager

By: IN Retail Manager, L.L.C., a Delaware

limited liability company, its manager

By: Inland Real Estate Corporation, a Maryland

corporation, its sole member and manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

INLAND GRAYHAWK, 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: Executive Vice President and Chief

Financial Officer

INLAND GOLDENROD 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: Executive Vice President and Chief

Financial Officer

-24-

INLAND BIG LAKE, 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: Executive Vice President and Chief

Financial Officer

INLAND REAL ESTATE PARK 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: Executive Vice President and Chief

Financial Officer

INLAND MOKENA 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: Executive Vice President and Chief

Financial Officer

-25-

INLAND IROQUOIS 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: Executive Vice President and Chief

Financial Officer

INLAND OAK FOREST 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: Executive Vice President and Chief

Financial Officer

INLAND PT JV I, L.L.C., a Delaware limited liability company

By: Inland Real Estate Corporation,

a Maryland corporation, its manager

By: /s/ BRETT A. BROWN

Name: Brett A. Brown

Title: Executive Vice President and Chief

Financial Officer

-26-

Revolving Commitment KEYBANK NATIONAL ASSOCIATION,

$43,400,000 Individually and as Administrative Agent

By: /s/ NATHAN WEYER

Name: Nathan Weyer

Title: Vice President

1200 Abernathy Road NE, Suite 1550

Atlanta, GA 30328

Phone: (770) 510-2130

Facsimile: (770) 510-2195

Attention: Nathan Weyer

Email: Nathan_Weyer@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

-27-

Revolving Commitment: BANK OF AMERICA, N.A.,

$43,400,000 Individually and as Co-Syndication Agent

By: /s/ TRENT A. DEGUZIS

Name: Trent A. Deguzis

Title: SVP

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

Email: kay.p.ostwalt@baml.com

-28-

Revolving Commitment: WELLS FARGO BANK, NATIONAL

$43,400,000 ASSOCIATION, Individually and as

Co‑Syndication Agent

By: /s/ WINITA LAU

Name: Winita Lau

Title: Vice President

Wells Fargo Bank

10 South Wacker Drive

Chicago, IL 60606

Phone: (312) 269-4809

Facsimile: (312) 782-0969

Attention: Karen Skutt

Email: karen.t.skutt@wellsfargo.com

-29-

Revolving Commitment: CITIZENS BANK, NATIONAL ASSOCIATION,

$34,750,000 Individually and as Co-Documentation Agent

By: /s/ DONALD WOODS

Print Name: Donald Woods

Title: SVP

Citizens Bank

1215 Superior Avenue, 6th Floor

Cleveland, OH 44114

Phone: (216) 277-0199

Facsimile: (216) 277-4607

Attention: Donald W. Woods

Email: donald.w.woods@rbscitizens.com

-30-

Revolving Commitment: BANK OF MONTREAL,

$34,750,000 Individually and as Co-Documentation Agent

By: /s/ AARON LANSKI

Print Name: Aaron Lanski

Title: Managing Director

Bank of Montreal

115 South LaSalle Street, 5 East

Chicago, IL 60603

Phone: (312) 461-6364

Facsimile: (312) 461-2968

Attention: Aaron Lanski

Email: aaron.lanski@harrisbank.com

-31-

Revolving Commitment: PNC BANK, NATIONAL ASSOCIATION

$34,750,000

By: /s/ JOEL DALSON

Print Name: Joel Dalson

Title: Senior Vice President

PNC Real Estate

One North Franklin Street, Suite 2150

C-L01-21

Chicago, IL 60606

Phone: (312) 338-2226

Facsimile: (312) 384-4623

Attention: Joel G. Dalson

Email: joel.dalson@pnc.com

-32-

Revolving Commitment: FIFTH THIRD BANK

$23,150,000

By: /s/ MICHAEL GLANDT

Print Name: Michael Glandt

Title: Vice President

Fifth Third Bank

222 South Riverside Plaza, Suite 30

Chicago, IL 60606

Phone: (312) 704-5914

Facsimile: (312) 704-7364

Attention: Michael Glandt

Email: Michael.Glandt@53.com

-33-

Revolving Commitment: ASSOCIATED BANK, NATIONAL

$17,400,000 ASSOCIATION, a national banking association

By: /s/ KRISTA A. CASPER

Print Name: Krista A. Casper

Title: Vice President

Associated Bank, National Association

525 West Monroe Street, 24th Floor

Chicago, IL 60661

Phone: (312) 544-4655

Facsimile: (312) 544-4667

Attention: Krista Casper

Email: Krista.casper@associatedbank.com

-34-

SCHEDULE 8 (Revised)

APPLICABLE MARGINS AND FACILITY FEE PERCENTAGES



Leverage Based Pricing Grid
Leverage Ratio	LIBOR Applicable Margin	ABR Applicable Margin
< 45%	1.40%	0.40%
> 45%, < 50%	1.55%	0.55%
> 50%, < 55%	1.70%	0.70%
> 55%	2.00%	1.00%

In the event the Borrower obtains an Investment Grade Rating, at the one-time irrevocable election of the Borrower by written notice to Administrative Agent, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day (the “Ratings Based Effective Date”) of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Rating and made the irrevocable election provided for above. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted

for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows:



Ratings Based Pricing Grid
Credit Rating (S&P/Fitch/Moody’s)	LIBOR Applicable Margin	ABR Applicable Margin	Facility Fee Percentage
At least A- or A3	0.875%	0.00%	0.125%
At least BBB+ or Baa1	0.925%	0.00%	0.15%
At least BBB or Baa2	1.05%	0.05%	0.20%
At least BBB- or Baa3	1.30%	0.30%	0.25%
Below BBB- and Baa3	1.70%	0.70%	0.30%

If the rating agencies assign Credit Ratings which correspond to two different but adjacent levels in the Ratings Based Pricing Grid, the Applicable Margins and Facility Fee Percentage will be determined based on the level corresponding to the lower of such two levels of Credit Ratings. If the rating agencies assign Credit Ratings which correspond to either three different levels in the Ratings Based Pricing Grid or to two different, non-adjacent levels in the Ratings Based Pricing Grid, the Applicable Margins and Facility Fee Percentage will be determined based on the level which is one (1) level above the lowest of such Credit Ratings.

Once the Borrower has elected to be subject to the Ratings Based Pricing Grid, the Leverage Based Pricing Grid shall cease to be available and the Unused Fee shall no longer be applicable and if the Borrower shall thereafter fail to meet the requirement for an Investment Grade Rating, the level titled “Below BBB- and Baa3” in the Ratings Based Pricing Grid shall apply.

-2-