Exhibit



Exhibit 10.1



March 2, 2018




Wheeler REIT, L.P.
Riversedge North, 
2529 Virginia Beach Blvd., Suite 200, 
Virginia Beach, VA 23452


Ladies and Gentlemen:


Reference is made that certain revolving loan (the "Loan") by and among KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), as administrative agent ("Agent") on behalf of itself and other lenders (the "Lenders"), WHEELER REIT, L.P., a Virginia limited partnership ("Borrower"), and the respective subsidiaries of the Borrower which are Guarantors of the Loan.  


The Loan is evidenced by, among other documents, instruments and agreements, that certain Amended and Restated Credit Agreement dated as of dated as of December 21, 2017 by and among Agent, the Lenders, Borrower and the Guarantors (the "Loan Agreement").  Capitalized terms used herein and within the Exhibits hereto and not otherwise defined herein shall have the meanings set forth in the Loan Agreement.


The Borrower has requested that the Agent and the Lenders modify Section 9.5 of the Credit Agreement, and the Agent and the Lenders have so agreed to modify Section 9.5 as provided below:


Accordingly, the Agent, the Lenders, Borrower and the Guarantors hereby agree that Section 9.5 of the Credit Agreement is hereby amended in its entirety to read as follows:


		
	1.
	“§9.5    Liquidity.  The unrestricted cash and Cash Equivalents of the REIT plus immediately available funds under this Agreement must equal at least (a) Three Million Five Hundred Thousand Dollars ($3,500,000) through March 31, 2018, (b) Five Million Dollars ($5,000,000) at all times thereafter until such time as the Total Commitment has been reduced to $52,500,000.00, and (c) Three Million Five Hundred Thousand Dollars ($3,500,000) at all times thereafter.”




		
	2.
	Except as expressly amended hereby, the remaining terms and conditions of the Loan Agreement and all other Loan Documents shall continue in full force and effect.  Except as expressly provided above, nothing contained herein shall be deemed to constitute a waiver by the. Agent and the Lenders of any other Defaults or Events of Default which may now or hereafter be in existence under the Loan Agreement, or a waiver of any rights and remedies of the Agent and the Lenders arising in connection therewith, all of which are expressly reserved.




    







It is intended that this Letter Agreement take effect as a sealed instrument as of the date first above written.


	
		
	 
	AGENT AND LENDER:



	 
	KEYBANK NATIONAL ASSOCIATION,  
as Lender, Issuing Lender, Swing Loan Lender and as Agent
By:   /s/ Robert Avil 
Name:    Robert Avil 
Title:    Senior Vice President

	 
	ACKNOWLEDGED AND AGREED






BORROWER:


WHEELER REIT, L.P., a Virginia limited partnership


		
	By:
	WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, its general partner






By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer
 

WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer















SUBSIDIARY GUARANTORS:


WHLR-DARIEN, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer


                        


WHLR-DEVINE STREET, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-GEORGETOWN, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






[SIGNATURES CONTINUE ON FOLLOWING PAGE]











WHLR-LADSON CROSSING, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-LAKE GREENWOOD CROSSING, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-LAKE MURRAY, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer










[SIGNATURES CONTINUE ON FOLLOWING PAGE]







WHLR-LITCHFIELD MARKET VILLAGE, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer


    


WHLR-MONCKS CORNER, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer


 


WHLR-MULLINS SOUTH PARK, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer










[SIGNATURES CONTINUE ON FOLLOWING PAGE]











WHLR-RIDGELAND, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-SOUTH LAKE POINTE, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-ST. MATTHEWS, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer










[SIGNATURES CONTINUE ON FOLLOWING PAGE]







WHLR-LABURNUM SQUARE, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-VILLAGE OF MARTINSVILLE, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer






WHLR-NEW MARKET CROSSING, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer










[SIGNATURES CONTINUE ON FOLLOWING PAGE]









WHLR-SHOPPES AT MYRTLE PARK, LLC, a Delaware limited liability company


		
	By:  
	Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member




		
	By:  
	Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its general partner




By:    /s/ David Kelly
Name:     David Kelly
Title:    Chief Executive Officer