Document

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

A. The Company, the Parent Guarantor and each of the Noteholders entered into the Amended and Restated Note Purchase Agreement dated as of September 22, 2016 (the “Note Purchase Agreement”), which amended and restated that certain Note Purchase Agreement dated July 26, 2016 and further amended by that First Amendment dated as of September 8, 2017 and the Second Amendment dated as of December 15, 2017. Pursuant to the Note Purchase Agreement, the Company has issued $200,000,000 aggregate principal amount of its 3.95% Senior Notes due September 22, 2026 (the “Notes”). The Noteholders constitute the Required Holders as defined in the Note Purchase Agreement.

D. All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Third Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company, the Parent Guarantor and the Noteholders do hereby agree as follows:

Section 1.2. The definition of “Material Credit Facility” set forth in Schedule A of the Note Purchase Agreement is hereby amended by amending (i) revising the existing clause (c) to clause (d) and (ii) inserting a new clause (c) into such definition as follows:

(c) The Note Purchase Agreement, dated as of November 10, 2017, by and among the Company, the Parent Guarantor and certain institutional investors party thereto, including any renewals, extensions, amendments supplements, restatements, replacements or refinancings thereof (the “2017 Note Purchase Agreement”); and

(E) each UAP Property contributing to the Unencumbered Asset Pool Value shall have a minimum occupancy (leased and tenant current on all payments) of not less than (i) during the Waiver Period, 50% and (ii) thereafter 70% (each called the “Minimum Economic Occupancy”); provided that up to 15% of the aggregate value of the UAP Properties contributing to the Unencumbered Asset Pool Value can be comprised of Real Property Assets acquired in any preceding twelve month period that do not meet the Minimum Economic Occupancy requirement; and

“Original Consolidated Unencumbered Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Unsecured Indebtedness as of such date to (b) the Unencumbered Asset Pool Value; provided that the threshold of the Minimum Economic Occupancy in clause (E) thereof shall be 70%.

“Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount of Unrestricted Cash and Cash Equivalents held by the Parent Guarantor or Company on such date, plus (b) the aggregate principal amount that is available for borrowing under any Material Credit Facility; provided that the maturity of such Material Credit Facility is at least one year from such date of determination; minus (c) the aggregate principal amount of Indebtedness outstanding on such date of determination that is payable or required to be paid on or prior to the last day of the Waiver Period, minus (d) the aggregate amount of committed capital expenditures to be made during the Waiver Period, minus (e) the aggregate amount of declared dividends and/or other distributions to be made during the Waiver Period.

“Unrestricted Cash and Cash Equivalents” means, as of any date of determination, the sum of the aggregate amount of cash and Cash Equivalents (valued at fair market value) which is Unrestricted. As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves, Liens (other Liens permitted under Section 10.5) or claims of any kind in favor of any Person.

Section 2.1. To induce the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Company and the Parent Guarantor jointly and severally represent and warrant to the Noteholders that:

(a) this Third Amendment has been duly authorized, executed and delivered by the Company and the Parent Guarantor and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Guarantor enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Third Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Guarantor enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company and the Parent Guarantor of this Third Amendment (i) have been duly authorized by all requisite partnership or corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Company’s or the Parent Guarantor’s other limited partnership agreement, Parent Guarantor agreement or charter documents, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company or the Parent Guarantor or (3) any provision of any material indenture, agreement or other instrument to which either the Company or the Parent Guarantor is a party or by which their properties or assets are or may be bound, or (B) result in a breach or constitute (alone or

(e) neither the Company, the Parent Guarantor nor any of their Affiliates has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the benefit of any creditor of the Company, the Parent Guarantor any Subsidiary or any Affiliate, solely in consideration for the changes contemplated by or similar in nature to the changes in this Third Amendment other than the fees contemplated in Section 3.1(d) below and lesser or equivalent fees paid to the holders pursuant to the agreements referenced in Section 3.1(b) below.

(a) executed counterparts of this Third Amendment, duly executed by the Company, the Parent Guarantor and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;

(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Third Amendment: (i) the Bank Credit Agreement, (ii) the Term Loan Agreement and (iii) the 2017 Note Purchase Agreement;

(e) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment.

Section 4.1. By its execution of this Third Amendment, the Parent Guarantor reaffirms its obligations under the Guaranty Agreement dated as of September 22, 2016 (the “Guaranty”) and acknowledges that its Guaranty remains in full force and effect and extends to all obligations of the Company under the Note Purchase Agreement as amended by this Third Amendment and as may be further amended, amended and restated, modified or supplemented from time to time.

Section 5.1. This Third Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Amendment may refer to the Note Purchase Agreement without making specific reference to this Third Amendment but nevertheless all such references shall include this Third Amendment unless the context otherwise requires.

Section 5.4. This Third Amendment shall be governed by and construed in accordance with New York law, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 5.5. The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Third Amendment and return it to the Company, whereupon this Agreement shall become a binding agreement among each of the undersigned.

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

By:

Retail Opportunity Investments GP, LLC, its general partner

By:

/s/ Michael B. Haines

Name: Michael B. Haines

Title: Chief Financial Officer

RETAIL OPPORTUNITY INVESTMENTS CORP.

By:

/s/ Michael B. Haines

Name: Michael B. Haines

Title: Chief Financial Officer

Accepted and Agreed to on the date first written above:

METROPOLITAN LIFE INSURANCE COMPANY

By: