THIRD MODIFICATION TO LOAN DOCUMENTS
THIS THIRD MODIFICATION TO LOAN DOCUMENTS (this “Agreement”) is effective as of August 6, 2026, by and between IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the “Borrower”) with its principal place of business at 2901 Butterfield Rd, Oak Brook, IL 60523, promises to pay to the order of INLAND PRIVATE CAPITAL CORPORATION, a Delaware corporation (the “Lender”), with its principal place of business at 2901 Butterfield Road, Oak Brook, IL 60523
W I T N E S S E T H:
A.Lender extended to Borrower a revolving loan (the “Loan”) in the amount of Twenty Two Million Five Hundred Thousand Dollars ($22,500,000.00) pursuant to that certain Revolving Credit Facility Loan Agreement dated as of October 27, 2023 between Lender and Borrower (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”).
B.The Loan is evidenced by that certain Revolving Promissory Note dated as of October 27, 2023, made by Borrower payable to the order of Lender in the original principal amount of Twenty Two Million Five Hundred Thousand Dollars ($22,500,000.00) (as the same may be further amended, restated, supplemented or otherwise modified, the “Note”).
C.On November 19, 2025, the Borrower and the Lender entered into that certain Second Modification to Loan dated November 19, 2025 (the “Second Modification” and, together with the Note and the Credit Agreement, the “Loan Documents”) to extend the Maturity Date under the Credit Agreement from November 30, 2025 to November 30, 2026.
D.Borrower and Lender have agreed to modify the Loan Documents to: (i) increase the borrowing base under the Loan Documents from Twenty Two Million Five Hundred Thousand Dollars ($22,500,000.00) to FORTY MILLION DOLLARS ($40,000,000.00); (ii) further extend the Maturity Date under the Credit Agreement from November 30, 2026 to November 30, 2027; and (iii) modify the Loan Documents to reflect the foregoing changes pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the agreements, promises and covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1Recitals. The foregoing Recitals are hereby made a part of this Agreement.
1.2Definitions. Capitalized terms used in this Agreement shall have the meanings given them in this Agreement and any capitalized words and phrases used herein without definition shall have the respective meanings ascribed to such words and phrases in the respective Loan Documents.
2. AMENDMENT TO THE CREDIT AGREEMENT. The following defined terms contained in Section 1.01 of the Credit Agreement are hereby deleted and replaced with the following:
“Loan” means this Revolving Credit Facility Loan made hereunder and governed by the terms hereof, as may from time to time be amended, supplemented, restated or modified, in an amount, in the aggregate, not to exceed Forty Million Dollars ($40,000,000.00).
“Maturity Date” means November 30, 2027, as may from time to time be amended, modified, extended or renewed, but not accelerated, in the Lender’s sole and absolute discretion or upon the date upon which Lender declares the Obligations, or the Obligations become, due and payable after the occurrence of an Event of Default.
“Maximum Advance” means an amount available for funding Advance Requests by Lender in an amount not to exceed Forty Million Dollars ($40,000,000.00) less the sum of all previously funded and not repaid Advance Requests.
“Revolving Promissory Note” means that certain Revolving Promissory Note, dated an even date herewith, made by Borrower in favor of Lender, as may from time to time be amended, supplemented, restated or modified, in the original principal amount of up to Forty Million Dollars ($40,000,000.00) and evidencing the Loan.
3. AMENDMENT TO THE NOTE. All references in the Note to “$22,500,000.00” and “TWENTY TWO MILLION FIVE HUNDRED THOUSAND DOLLARS” are hereby deleted and replaced with “$40,000,000.00” and “FORTY MILLION DOLLARS,” respectively.
4. METHOD OF BORROWING. The following sentence is hereby added to the end of Section 4.01(a):
Notwithstanding anything to the contrary herein, the $17,500,000.00 increase in the Maximum Advance evidenced in the Third Modification to Loan Documents may be used by the Borrower solely to acquire investments and to pay costs and expenses incurred in connection therewith and may not be reborrowed to the extent repaid, whether in whole or in part, by the Borrower.
5. DOCUMENTS TO REMAIN IN EFFECT; CONFIRMATION OF OBLIGATIONS; REFERENCES. The Loan Documents shall remain in full force and effect as originally executed and delivered by the parties except as expressly modified
and amended herein. Borrower hereby (a) confirms and reaffirms all of its obligations under the Loan Documents, as modified and amended herein; (b) acknowledges and agrees that Lender, by entering into this Agreement, does not waive any existing or future default or event of default under any of the Loan Documents, or any rights or remedies under any of the Loan Documents, except as expressly provided herein; (c) acknowledges and agrees that Lender has not heretofore waived any default or event of default under any of the Loan Documents, or any rights or remedies under any of the Loan Documents; and (d) acknowledges that it does not have any defense, set off or counterclaim to the payment or performance of any of its obligations under the Loan Documents as modified and amended herein. All references in the Loan Documents to any one or more of the Loan Documents, or to the “Loan Documents” shall be deemed to refer to such Document, Documents or Loan Documents, as the case may be, as amended by this Agreement.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1Organization. Borrower is a limited partnership, duly organized, existing and in good standing under the laws of the State of Delaware, with full and adequate powers to carry on and conduct its business as presently conducted. Borrower is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.
6.2Authorization. Borrower is duly authorized to execute and deliver this Agreement and is and will continue to be duly authorized to borrow monies under the Loan Documents, as amended hereby, and to perform its obligations under the Loan Documents, as amended hereby.
6.3No Conflicts. The execution and delivery of this Agreement and the performance by Borrower of its obligations under the Loan Documents, as amended hereby, do not and will not conflict with, violate or contravene any provision of law or of any agreement binding upon Borrower.
6.4Validity and Binding Effect. The Loan Documents, as amended hereby, are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.
6.5Compliance with Loan Documents. The representation and warranties set forth in the Loan Documents, as amended hereby, are true and correct with the same effect as if such representations and warranties had been made on the date hereof, with the exception that all references to the financial statements shall mean the financial statements most recently delivered to Lender and except for such changes as are specifically permitted under the Loan Documents. In addition, Borrower has complied with and is in compliance with all of the covenants set forth in the Loan
Documents, as amended hereby.
6.6Release and Waiver. Borrower does hereby release Lender and its officers, directors, employees, agents, attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause and causes of action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of the foregoing, in connection with the Loan Documents and any agreements, documents and instruments relating to the Loan Documents and the administration of the Loan Documents, all indebtedness, obligations and liabilities of Borrower to Lender and any agreements, documents and instruments relating to the Loan Documents (collectively, the “Claims”), which Borrower now has against Lender or ever had, or which might be asserted by its heirs, executors, administrators, representatives, agents, successors, or assigns based on any Claims which exist on or at any time prior to the date of this Agreement. Borrower expressly acknowledges and agrees that it has been advised by counsel in connection with this Agreement and that it understands that this Section 5.6 constitutes a general release of Lender and that it intends to be fully and legally bound by the same. Borrower further expressly acknowledges and agrees that this general release shall have full force and effect notwithstanding the occurrence of a Default pursuant to this Agreement.
6.7Omnibus Amendment. Each of the Loan Documents shall be deemed amended to give effect to the provisions of this Agreement without need for referencing each of the Loan Documents by name. Without limiting the generality of the foregoing, Borrower and Lender acknowledge that the term “Loan Documents” shall mean all of the Loan Documents as modified by this Agreement (and any notes, amendments and agreements delivered in connection herewith). Additionally, as used in the other Loan Documents, the term “Documents” and/or “Other Agreements” shall now be deemed to include this Agreement and any other documents, instruments or agreements executed in connection herewith.
7.1Governing Law; Severability. This Agreement shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Illinois, and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
7.2Successors and Assigns. This Agreement shall be binding upon Borrower and Lender and their respective successors and assigns and shall inure to the benefit of Borrower and Lender and the successors and assigns of Lender.
7.3Continuing Force and Effect of Loan Documents. All terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference herein as specifically modified or amended by the terms of this Agreement and in all respects, shall continue in full force and effect. Borrower, by execution of this Agreement, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Credit Agreement and the other Loan Documents.
7.4Expenses. Borrower shall pay all costs and expenses in connection with the preparation of this Agreement and other related loan documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of Lender or any affiliate or parent of Lender.
7.5Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement. Signature pages delivered by facsimile or other electronic transmission shall be deemed originals for all purposes hereof.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Third Modification to Loan Documents by and between Lender and Borrower as of the date first above written.
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BORROWER: IPC Alternative Real Estate Operating Partnership, a Delaware limited partnership By: /s/ Denise C. Kramer Name: Denise C. Kramer Title: Chief Executive Officer |
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LENDER: INLAND PRIVATE CAPITAL CORPORATION, a Delaware corporation By: /s/ Joseph E. Binder Name: Joseph E. Binder Title: Executive Vice President |
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