EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
  

RETAIL PROPERTIES OF AMERICA, INC. 

AS ISSUER 
 AND 

U.S. BANK NATIONAL ASSOCIATION 
 AS
TRUSTEE 
  
  

FIRST SUPPLEMENTAL INDENTURE 

Dated as of March 12, 2015 
  

 
 $250,000,000
4.00% SENIOR NOTES DUE 2025 
  
  

SUPPLEMENT TO INDENTURE 
 DATED AS
OF MARCH 12, 2015, BETWEEN 
 RETAIL PROPERTIES OF AMERICA, INC. (AS ISSUER), 

AND 
 U.S. BANK NATIONAL ASSOCIATION
(AS TRUSTEE) 
  
  

 







 FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2015 (this “First Supplemental
Indenture”), between RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (hereinafter called the “Company”), having its principal office at 2021 Spring Road, Suite 200, Oak
Brook, Illinois 60523, and U.S. BANK NATIONAL ASSOCIATION, as Trustee hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 190 S. LaSalle Street, 10th
Floor, Chicago, Illinois 60603, supplements that certain Indenture, dated as of March 12, 2015, by and between the Company and the Trustee (the “Base Indenture,” and together with this First Supplemental Indenture, the
“Indenture”). 
 RECITALS 

WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to the Trustee to provide for the issuance from time
to time for its lawful purposes of senior debt securities evidencing the Company’s debentures, notes or other evidences of indebtedness. 

WHEREAS, Section 3.01 of the Base Indenture provides that by means of a supplemental indenture the Company may create one or more series
of the Company’s senior debt securities and establish the form, terms and provisions thereof. 
 WHEREAS, the Company intends by this
First Supplemental Indenture to (i) create a series of the Company’s senior debt securities, in an initial aggregate principal amount equal to $250,000,000, titled 4.00% Senior Notes due 2025 (the “Notes”) and
(ii) establish the form and the terms and provisions of the Notes. 
 WHEREAS, the Board of Directors of the Company has approved the
creation of the Notes and the form, terms and provisions thereof. 
 WHEREAS, the consent of Holders to the execution and delivery of this
First Supplemental Indenture is not required, and all other actions required to be taken under the Base Indenture with respect to this First Supplemental Indenture have been taken. 

NOW, THEREFORE IT IS AGREED: 

ARTICLE ONE 
 DEFINITIONS,
CREATION, FORM AND TERMS AND CONDITIONS OF THE DEBT SECURITIES 
 Section 1.1 Definitions. Capitalized terms used but not
otherwise defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural
forms of the terms set forth below: 
 “Acquired Debt” means Debt of a person: 

(1) existing at the time such person is merged or consolidated with or into the Company or any of its Subsidiaries or becomes a Subsidiary; or

 (2) assumed by the Company or any of its Subsidiaries in connection with the acquisition of assets from such person. 

  
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 Acquired Debt shall be deemed to be incurred on the date the acquired person is merged or
consolidated with or into the Company or any of its Subsidiaries or becomes a Subsidiary or the date of the related acquisition, as the case may be. 

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent
yield to maturity (computed on the third business day immediately preceding the redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. 
 “Annual Debt Service Charge” means, for any period, the interest
expense of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 

“Comparable Treasury Issue” means the United States Treasury security selected by a Reference Treasury Dealer as having an
actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. 
 “Consolidated Income Available for Debt Service” for any
period means Consolidated Net Income of the Company and its Subsidiaries for such period, plus amounts which have been deducted and minus amounts which have been added for, without duplication: 

(1) interest expense of the Company and its Subsidiaries (including amortization of debt discount, premium and deferred financing costs or
other deferred charges, the hedge income or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in accordance with GAAP and gains or losses on early extinguishment of debt); 

(2) provision for taxes; 
 (3)
losses and gains on sales or other dispositions of properties and other investments, property valuation losses and impairment charges; 

(4) depreciation and amortization; 

(5) prepayment penalties and costs associated with early extinguishment of debt; 

(6) the effect of any non-recurring or other unusual, non-cash items, 

all determined on a consolidated basis in accordance with GAAP. Consolidated Income Available for Debt Service will be adjusted, without
duplication, to give pro forma effect in the case of any assets having been placed in service or removed from service from the beginning of the period date of determination, to 

  
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include or exclude, as the case may be, any Consolidated Income Available for Debt Service earned or eliminated as a result of the placement of the assets in service or the removal of the assets
from service as if the placement of the assets in service or the removal of the assets from service occurred at the beginning of the period. 

“Consolidated Net Income” means for any period, the amount of net income (or loss) of the Company and its Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (1) extraordinary items and (2) the portion of net income (but not losses) of the Company and its Subsidiaries allocable to minority
interests in unconsolidated persons to the extent that cash dividends or distributions have not actually been received by the Company or one of its Subsidiaries. 

“Debt” means, with respect to any person, without duplication: 

(1) indebtedness of such person in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments; 

(2) indebtedness secured by any Lien on any property or asset owned by such person, but only to the extent of the lesser of (i) the
amount of indebtedness so secured and (ii) the fair market value (determined in good faith by the board of directors of such person or, in the case of the Company and a Subsidiary, by the Company’s board of directors or a duly authorized
committee thereof) of the property subject to such Lien; 
 (3) reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued or amounts representing the balance (other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness otherwise reflected as Debt under this definition) or
unconditional obligations to pay the deferred and unpaid purchase price of any property, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except any such
balance that constitutes an accrued expense or trade payable; or 
 (4) any lease of property by such person as lessee which is required to
be reflected on such person’s balance sheet as a capitalized lease in accordance with GAAP, 
 in the case of the items under clauses
(1), (2) or (3) above, to the extent that any such items (other than letters of credit) would appear as liabilities on such person’s balance sheet in accordance with GAAP; provided, however, that the term “Debt” will also
include, to the extent not otherwise included, (i) any non-contingent obligation of such person to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of
the types referred to above of another person other than obligations to be liable for the Debt of another person solely as a result of non-recourse carveouts (it being understood that Debt shall be deemed to be incurred by such person whenever such
person shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof) and (ii) exclude any such indebtedness (or obligation referenced in clause (i) above) that has been the subject of an
“in substance” defeasance in accordance with GAAP. 
 “GAAP” means generally accepted accounting principles in
the United States of America in effect as of the date of any required calculation or determination. 

  
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 “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment deposit arrangement, encumbrance or preference, priority or other security agreement of any kind or nature whatsoever 

“Maturity Date” means March 15, 2025. 

“Par Call Date” means December 15, 2024 (the date that is 90 days prior to the Maturity Date). 

“Recourse Indebtedness” means any indebtedness of the Company or any of its Subsidiaries with respect to which the liability
of the obligor is not limited to the obligor’s interest in specified assets securing such indebtedness, other than with respect to customary exceptions for certain acts or types of liability such as environmental liability, fraud and other
customary non-recourse carveouts unless they are judicially determined to have been triggered and then only to the extent of such determination. 

“Reference Treasury Dealer” means each of (1) a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC, (2) Citigroup Global Markets Inc., and (3) any two other Primary Treasury Dealers selected by the Company; provided, however, that if any of the Reference Treasury Dealers referred to in clause (1) or (2) above
ceases to be a primary U.S. Government securities dealer (“Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such redemption date. 
 “Total Assets” means the
sum of, without duplication: 
 (1) Undepreciated Real Estate Assets; and 

(2) all other assets (excluding accounts receivable and non-real estate intangibles) of the Company and its Subsidiaries, 

all determined on a consolidated basis in accordance with GAAP. 

“Total Unencumbered Assets” means the sum of, without duplication: 

(1) those Undepreciated Real Estate Assets which are not subject to a Lien securing Debt; and 

(2) all other assets (excluding accounts receivable and non-real estate intangibles) of the Company and its Subsidiaries not subject to a Lien
securing Debt, 
 all determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered
Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth in Section 2.1(d), all investments in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and
other unconsolidated entities shall be excluded from Total Unencumbered Assets to the extent such investments would have otherwise been included. 

  
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 “Undepreciated Real Estate Assets” means, as of any date, the cost (original
acquisition cost plus capital improvements) of real estate assets and related intangibles of the Company and its Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis in accordance with GAAP. 

“Unsecured Debt” means Debt of the Company or any of its Subsidiaries which is not secured by a Lien on any property or
assets of the Company or any of its Subsidiaries. 
 Section 1.2 Creation of Notes. In accordance with Section 3.01 of the
Base Indenture, the Company hereby creates the Notes as a separate series of its senior debt securities, titled “4.00% Senior Notes due 2025,” issued pursuant to the Indenture. The Notes shall initially be limited to an aggregate principal
amount equal to $250,000,000, subject to the exceptions set forth in Section 3.01(2) of the Base Indenture and Section 1.4(f) hereof. 

Section 1.3 Form of Notes. The Notes will be issued in the form of one or more permanent fully registered global securities
(the “Global Note”) that will be deposited with, or on behalf of DTC, and registered in the name of DTC or its nominee, as the case may be, subject to Section 3.05 of the Base Indenture. So long as DTC, or its nominee, is the
registered owner of the Global Note, DTC or its nominee, as the case may be, will be considered the sole Holder of the Notes represented by the Global Note for all purposes under the Indenture. 

Section 1.4 Terms and Provisions of Notes. The Notes shall be governed by all of the terms and provisions of the Base Indenture,
as supplemented by this First Supplemental Indenture, and in particular, the following provisions shall be terms of the Notes: 
 (a)
Registration and Form. The Notes shall be issuable in fully registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its
authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. 
 (b)
Payment of Principal and Interest. All payments of principal, premium, if any, and interest in respect of the Global Notes will be made by the Company in immediately available funds to DTC or its nominee, as the case may be, as the Holder of
each of the Global Notes. The Notes shall mature, and the unpaid principal thereon shall be payable, on March 15, 2025 subject to the provisions of the Base Indenture. The rate per annum at which interest shall be payable on the Notes shall be
4.00%. Interest on the Notes will be payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2015 (each, an “Interest Payment Date”) and on the Stated Maturity as specified in this
Section 1.4(b), to the Persons in whose names the Notes are registered in the Security Register applicable to the Notes at the close of business on March 1 for Interest Payment Dates of March 15 and September 1 for Interest
Payment Dates of September 15 (in each case, whether or not a Business Day) (each a “Record Date”). Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Notes shall
accrue from March 12, 2015. 
 (c) Sinking Fund. There shall be no sinking fund provided for the Notes. 

  
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 (d) Redemption of the Notes at the Option of the Company. 

(1) The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to
time prior to the Par Call Date in whole or in part, at the Redemption Price specified in the next sentence. The redemption price (“Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to
be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date but for the redemption thereof (not
including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis
points (0.30%), plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date,
the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for
redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not
including, the applicable Redemption Date, subject to the foregoing proviso. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee written notice of the related Redemption Price promptly after the
calculation thereof and the Trustee shall not be responsible for such calculation. 
 (2) The Company shall not redeem the
Notes pursuant to Section 1.4(d)(1) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or annulled on or prior to such date (except in the case of an acceleration
resulting from a default by the Company in the payment of the Redemption Price with respect to the Notes to be redeemed). 
 (e) Payment
of Notes Called for Redemption by the Company. 
 (1) If notice of redemption has been given as provided in Article
Eleven of the Base Indenture, the Notes or portion of Notes with respect to which such notice has been given shall become due and payable on the Redemption Date and at the place or places stated in such notice at the Redemption Price, and unless the
Company shall default in the payment of such Notes at the Redemption Price, so long as the Paying Agent holds funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, then (a) such Notes will cease to be
Outstanding on and after the Redemption Date, (b) interest on the Notes or portion of Notes so called for redemption shall cease to accrue on and after the Redemption Date, and (c) the Holders of the Notes shall have no right in respect of
such Notes except the right to receive the Redemption Price thereof. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the
Company at the Redemption Price, together with interest accrued thereon to, but excluding, the Redemption Date. Notice of redemption shall be given at least 15 days but not more than 60 days before the Redemption Date to each Holder of the
Notes to be redeemed. 
 (2) The Notes will not be convertible or exchangeable for any other security or property. 

  
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 (f) Additional Issues. The Notes will initially be limited to an aggregate principal
amount of $250,000,000. The Company may, from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional securities in the future on the same terms and conditions as the Notes in all respects, except for
any difference in the issue date and, under certain circumstances, the issue price, interest accrued prior to the issue date of the additional Notes and the first Interest Payment Date with the same CUSIP number as the Notes so long as such
additional Notes are fungible for U.S. federal income tax purposes with the previously outstanding Notes. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. 

Section 1.5 Book-Entry Provisions. This Section 1.5 shall apply only to the Global Notes deposited with or on behalf of DTC.

 (a) The Company shall execute and the Trustee shall, in accordance with this Section 1.5 and Section 3.03 of the Base
Indenture, authenticate and deliver the Global Notes that shall be registered in the name of DTC or its nominee and shall be held by the Trustee as custodian for DTC. 

(b) Participants of DTC shall have no rights either under the Indenture or with respect to the Global Notes. DTC or its nominee, as
applicable, shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of each such Global Note for all purposes under the Indenture. Notwithstanding the foregoing, nothing herein shall
prevent the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or its nominee, as applicable, or impair, as between DTC and its participants, the operation of customary practices of
such depository governing the exercise of the rights of an owner of a beneficial interest in the Global Notes. 
 ARTICLE TWO 

ADDITIONAL COVENANTS FOR BENEFIT OF HOLDERS OF NOTES 

In addition to the covenants set forth in the Base Indenture, the Company hereby further covenants as follows, the following covenants being
for the sole benefit of the Holders of the Notes: 
 Section 2.1 Limitations on Incurrence of Debt. 

(a) Limitation on Total Outstanding Debt. The Company will not, and will not permit any of its Subsidiaries to, incur any Debt
(including, without limitation, Acquired Debt) if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s
and its Subsidiaries’ outstanding Debt (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of the following (without duplication): (1) the Company’s and its Subsidiaries’ Total Assets as of
the last day of the then most recently ended fiscal quarter for which financial statements are available and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities
offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including the proceeds
obtained from the incurrence of such additional Debt. 
 (b) Secured Debt Test. The Company will not, and will not permit any of its
Subsidiaries to, incur any Debt (including, without limitation, Acquired Debt) secured by any Lien on any of the Company’s or 

  
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any of its Subsidiaries’ property or assets, whether owned on the date of the Indenture or subsequently acquired, if, immediately after giving effect to the incurrence of such Debt and the
application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all of the Company’s and its Subsidiaries’ outstanding Debt which is secured by
a Lien on any of the Company’s and its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) the Company’s and its Subsidiaries’ Total Assets as of the last day of the then most
recently ended fiscal quarter for which financial statements are available; and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received
(to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the
incurrence of such additional Debt. 
 (c) Debt Service Test. 

(1) The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including, without limitation,
Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended for which financial statement are available, prior to
the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt (determined on a consolidated basis
in accordance with GAAP), and calculated on the following assumptions: 
 (i) such Debt and any other Debt (including,
without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had
occurred, on the first day of such period; 
 (ii) the repayment or retirement of any other Debt of the Company or any of
its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will
be computed based upon the average daily balance of such Debt during such period); and 
 (iii) in the case of any
acquisition or disposition by the Company or any of its Subsidiaries since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as
of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. 

(2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt
incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying
the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For
purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Company or any of its Subsidiaries whenever the Company or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof. 

  
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 (d) Maintenance of Total Unencumbered Assets. The Company will not have at any time Total
Unencumbered Assets of less than 150% of the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Unsecured Debt determined on a consolidated basis in accordance with GAAP. 

Section 2.2 Maintenance of Properties. The Company will cause all of its properties used or useful in the conduct of its business
or any of its Subsidiaries’ businesses to be maintained and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation excepted, and supplied with all necessary equipment and cause all necessary repairs,
renewals, replacements, betterments and improvements to be made, all as in the Company’s judgment may be necessary in order for the Company to at all times properly and advantageously conduct its business carried on in connection with such
properties. The Company will not be prevented from (1) removing permanently any property that has been condemned or suffered a casualty loss, if it is in its best interests, (2) discontinuing maintenance or operation of any property if, in
its reasonable judgment, doing so is in its best interest and is not disadvantageous in any material respect to the Holders of the Notes, or (3) selling or otherwise disposing for value its properties in the ordinary course of business. 

Section 2.3 Insurance. The Company will, and will cause each of its Subsidiaries to, keep in force upon all of the Company’s
and each of its Subsidiaries’ properties and operations insurance policies carried with responsible companies in such amounts and covering all such risks as is customary in the industry in which the Company and its Subsidiaries do business in
accordance with prevailing market conditions and availability. 
 Section 2.4 Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged before it becomes delinquent: (1) all taxes, assessments and governmental charges levied or imposed on the Company or any of its Subsidiaries or on its or any such Subsidiary’s
income, profits or property, if material to the Company; and (2) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon its property or the property of its Subsidiaries, if material to the Company;
provided, however, that the Company will not be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith. 

Section 2.5 Provision of Financial Information. The Company will: 

(a) file with the Trustee, within 15 days after the Company is required to file them with the Commission, copies of the annual reports and
information, documents and other reports which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or
reports pursuant to those Sections, then the Company will file with the Trustee copies of quarterly and annual financial statements and accompanying Item 303 of Regulation S-K disclosure that would be required to be contained in annual reports
on Form 10-K and quarterly reports on Form 10-Q required to be filed with the Commission if the Company were subject to Section 13 or Section 15(d) of the Exchange Act or any successor provision, within 15 days of the filing date that
would be applicable to the Company at that time pursuant to applicable Commission rules and regulations; and 
 (b) file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of
the Indenture as may be required from time to time by such rules and regulations. 

  
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 Reports, information and documents filed with the Commission via the EDGAR System will be deemed
to be delivered to the Trustee as of the time of such filing via the EDGAR system for purposes of this Section 2.5; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents
or reports have been filed vis the EDGAR system. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance any of the covenants contained in the Indenture relating to the Notes (as to which the Trustee is entitled to rely exclusively on an
Officers’ Certificate). 
 Section 2.6 Covenant Defeasance and Waiver of Covenants. The covenants set forth in
Section 2.1, Section 2.2, Section 2.3, Section 2.4, and Section 2.5 shall be subject to covenant defeasance under Section 14.03 of the Base Indenture and subject to waiver under Section 10.06 thereof. 

ARTICLE THREE 
 REMEDIES 

Section 3.1 Events of Default. The following section supersedes Section 5.01 of the Base Indenture. The following events are
“Events of Default” with respect to the Notes: 
 (a) default for 30 days in the payment of any installment of interest under
the Notes; 
 (b) default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes
due and payable; provided, however, that a valid extension of the maturity of the Notes in accordance with the terms of the Indenture shall not constitute a default in the payment in principal; 

(c) the Company’s failure to comply with any of its other agreements in the Notes or the Indenture upon the Company’s receipt of
notice of such default by the Trustee or by Holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the Company’s failure to cure (or obtain a waiver of) such default within 60 days after it receives
such notice; 
 (d) the Company or its Subsidiaries’ failure to pay any Recourse Indebtedness for money borrowed in an outstanding
principal amount in excess of $50 million at final maturity or upon acceleration after the expiration of any applicable grace period, which Recourse Indebtedness is not discharged, or such default in payment or acceleration is not cured or
rescinded, within 30 days after written notice to the Company from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of the outstanding Notes); or 

(e) the Company or any of its Material Subsidiaries pursuant to or under or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Company or
any of its Material Subsidiaries or its debts or 

  
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seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for the Company or any of its Material Subsidiaries or for any substantial part of the property of
the Company or any of its Material Subsidiaries; or 
 (ii) consents to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding commenced against the Company or any of its Material Subsidiaries; or 

(iii) consents to the appointment of a custodian for it or for all or substantially all of its property; or 

iv) makes a general assignment for the benefit of creditors; or 

(f) an involuntary case or other proceeding shall be commenced against the Company or any of its Material Subsidiaries seeking liquidation,
reorganization or other relief with respect to the Company or any of its Material Subsidiaries or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official for the Company or any of its Material Subsidiaries or for any substantial part of the property of the Company or any of its Material Subsidiaries, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of thirty (30) calendar days; or 
 (g) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any of its Material Subsidiaries in an
involuntary case or proceeding; or 
 (ii) appoints a trustee, receiver, liquidator, custodian or other similar official for
the Company of any of its Material Subsidiaries or for any substantial part of the property of the Company or any of its Material Subsidiaries; or 

(iii) orders the liquidation of the Company or any of its Material Subsidiaries; 

and, in each case in this clause (g), the order or decree remains unstayed and in effect for thirty (30) calendar days. 

As used in this Section 3.1, the term “Material Subsidiary” means any Subsidiary that meets either of the following conditions:
(1) the Company and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10% of the Company and its Subsidiaries’ total consolidated assets (determined in accordance with GAAP) as of the end of the most recent
fiscal quarter for which a periodic report has been filed under the Exchange Act; or (2) the Company and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10% of the
Company and its Subsidiaries’ total consolidated assets (determined in accordance with GAAP) as of the end of the most recent fiscal quarter for which a period report has been filed under the Exchange Act. 

As used in this Section 3.1, the term “Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the
relief of debtors. 

  
 11 








 ARTICLE FOUR 

AMENDMENTS 
 The following
sections supersede Sections 9.01 and 9.02 of the Base Indenture: 
 Section 4.1 Modification With Consent of Holders.
Modifications and amendments of, and supplements to, the Indenture and the Notes (other than certain modifications, supplements and amendments for administrative purposes or for the benefit of the Holders, in each case as further described below)
will be permitted to be made only with the consent of the Holders of not less than a majority in principal amount of all outstanding Notes; provided, however, that no modification or amendment may, without the consent of the Holder of each Note
affected thereby: 
 (a) change the stated maturity of the principal of or any installment of interest on the Notes issued under such
Indenture, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holders of the Notes, change the place of payment, or the coin or
currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; 

(b) reduce the above-stated percentage of outstanding Notes necessary to modify or amend the Indenture, to waive compliance with certain
provisions thereof or certain defaults and consequences thereunder or to reduce the quorum or change voting requirements set forth in the Indenture; 

(c) modify or affect in any manner adverse to the Holders the terms and conditions of the Company’s obligations in respect of the payment
of principal and interest; or 
 (d) modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past
defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Holders of the Notes. 

Section 4.2 Modification Without Consent of Holders. Notwithstanding the Section 4.1, modifications and amendments of the
Indenture will be permitted to be made by the Company and the Trustee without the consent of any Holder of the Notes for any of the following purposes: 

(a) to evidence a successor to the Company as obligor under the Indenture; 

(b) to add to the Company’s covenants for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the
Company in the Indenture; 
 (c) to add Events of Default for the benefit of the Holders of the Notes; 

(d) to amend or supplement any provisions of the Indenture; provided, that no amendment or supplement shall materially adversely affect the
interests of the Holders of any Notes then outstanding; 
 (e) to secure the Notes; 

  
 12 








 (f) to provide for the acceptance of appointment by a successor trustee or facilitate the
administration of the trusts under the Indenture by more than one trustee; 
 (g) to provide for rights of Holders of the Notes if any
consolidation, merger or sale of all or substantially all of the Company’s property or assets occurs; 
 (h) to cure any ambiguity,
defect or inconsistency in the Indenture; provided, that the action shall not adversely affect the interests of Holders of the Notes in any material respect; 

(i) to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture; 

(j) to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of any
series of the Notes; provided, that the action shall not adversely affect the interests of the Holders of the Notes in any material respect; or 

(k) to conform the text of the Indenture or the Notes, as applicable, to the description thereof contained in any prospectus, prospectus
supplement or other offering document relating to the offer and sale of such Securities, to the extent that such description was intended to be a verbatim recitation of a provision of the Indenture or the Notes. 

ARTICLE FIVE 
 TRUSTEE 

Section 5.1 Trustee. The Trustee is appointed as the principal paying agent and registrar for the Notes and for the purposes of
Section 3.05 and 10.02 of the Base Indenture. The Notes may be presented for payment at the Corporate Trust Office of the Trustee or at any other agency as may be appointed from time to time by the Company in The City of New York. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution hereof by the Company. The recitals of fact contained herein shall be taken as the
statements solely of the Company, and the Trustee assumes no responsibility for the correctness thereof. In the performance of its obligations hereunder, the Trustee shall be provided with all of the rights, benefits, protections, indemnities and
immunities afforded to it pursuant to the Base Indenture. The rights, privileges, protections, indemnities and immunities and benefits given to the Trustee hereunder and under the Base Indenture are extended to and shall be enforceable by the
Trustee in any of its capacities hereunder. 
 Section 5.2 Preferential Collection of Claims. If and when the Trustee shall be
or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the Company (or any such other obligor). The Trustee
is permitted to engage in other transactions with the Company and its Affiliates. If, however, it acquires any conflicting interest under the Trust Indenture Act relating to any of its duties with respect to the Notes, it must eliminate that
conflict or resign, subject to its right under the Trust Indenture Act to seek a stay of its duty to resign. 
 Section 5.3
Calculation with Respect to the Notes. Except as explicitly specified otherwise herein, the Company shall be responsible for making all calculations required under the Notes. The Company will make


  
 13 








 
such calculations in good faith and, absent manifest error, the Company’s calculations will be final and binding on the Trustee and the Holders of the Notes. The Company shall provide a
schedule of its calculations to the Trustee promptly after it makes such calculations, and the Trustee shall be entitled to rely upon the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the
Company’s calculations to any Holder of the Notes upon written request. 
 ARTICLE SIX 

MISCELLANEOUS PROVISIONS 

Section 6.1 Ratification of Base Indenture. This First Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Base Indenture, and as supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the
same instrument. In the event of a conflict between the language of this First Supplemental Indenture and the Base Indenture, the language of this First Supplemental Indenture shall control. 

Section 6.2 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect
the construction hereof. 
 Section 6.3 Successors and Assigns. All covenants and agreements in this First Supplemental
Indenture by the Company shall bind its respective successors and assigns, whether so expressed or not. 
 Section 6.4 Separability
Clause. In case any one or more of the provisions contained in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 
 Section 6.5 Governing Law. This First Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of this First Supplemental Indenture
and shall, to the extent applicable, be governed by such provisions. 
 Section 6.6 Counterparts. This First Supplemental
Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 

  
 14 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed all as of the day and year first above written. 
  

			
	RETAIL PROPERTIES OF AMERICA, INC.
	as Issuer
		
	By:		 /s/ Steven P. Grimes

	Name:		Steven P. Grimes
	Title:		President and Chief Executive Officer



  
 [Signature Page to
First Supplemental Indenture] 








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee, Registrar and Paying Agent
		
	By:		 /s/ Linda Garcia

	Name:		Linda E. Garcia
	Title:		Vice President



  
 [Signature Page to
First Supplemental Indenture] 








 EXECUTION VERSION 

EXHIBIT A 

Form of 4.00% Senior Note due 2025 

THIS GLOBAL NOTE IS HELD BY OR ON BEHALF OF DTC (AS DEFINED IN THE FIRST SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.05 OF THE BASE
INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 3.09 OF THE BASE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







 RETAIL PROPERTIES OF AMERICA, INC. 

4.00% SENIOR NOTE DUE 2025 
  

			
	No. [—]		
		
	CUSIP No.:		76131V AA1
		
	ISIN:		US76131VAA17

 $[—] 

Retail Properties of America, Inc., a corporation organized under the laws of the State of Maryland (herein called the
“Issuer,” which term includes any successor entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [Cede & Co.]*, or its registered assigns, the principal sum of [—] MILLION DOLLARS ($[—]), [or such lesser amount as is set forth in the Schedule of Increases or Decreases In the Global Note on the other side of
this Note]*, on March 15, 2025 at the office or agency of the Issuer maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest, semi-annually on March 15 and September 15 of each year, commencing September 15, 2015, on said principal sum at said office or agency, in like coin or currency,
at the rate per annum of 4.00%, from the March 15 or September 15, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless no interest has been paid or duly provided for on the
Notes, in which case from March 12, 2015 until payment of said principal sum has been made or duly provided for. Unless otherwise provided in or pursuant to the Indenture, at the option of the Issuer, interest on the Notes due and payable on
any Interest Payment Date may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United
States of America; provided, that the Paying Agent shall have received appropriate wire transfer instructions at least five Business Days prior to the Interest Payment Date. Any such interest which is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered as of the close of business on the March 1 or September 1 (whether or not a Business Day) next preceding such
Interest Payment Date. 
 Reference is made to the further provisions of this Note set forth on the reverse hereof and the Indenture
governing this Note. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture. 

 

	*	Include only if the Note is issued in global form. 








 IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed. 

Dated: 
  

			
	RETAIL PROPERTIES OF AMERICA, INC.,
	as Issuer
		
	By:		  

	Name:		
	Title:		


  

			
	Attest:		
	
	  

	Secretary		

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-named Indenture. 

Dated: 
  

					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:		  

			Authorized Signatory









 REVERSE SIDE OF NOTE 

Retail Properties of America, Inc. 

4.00% SENIOR NOTE DUE 2025 

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 4.00% Senior Notes due 2025 (herein called the
“Notes”), issued under and pursuant to an Indenture dated as of March 12, 2015 (herein called the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (herein called the
“Trustee”), as supplemented by the First Supplemental Indenture dated as of March 12, 2015 (herein called the “First Supplemental Indenture,” and together with the Base Indenture, the
“Indenture”), between the Issuer and the Trustee, to which Indenture and any indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Notes. Defined terms used but not otherwise defined in this Note shall have the respective meanings ascribed thereto in the Indenture. 

If an Event of Default (other than an Event of Default specified in Section 3.01(e), (f) and (g) of the First Supplemental
Indenture) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all Notes may be declared to be due and payable by either the Trustee or the Holders of at least twenty five percent (25%) in aggregate
principal amount of the Notes then outstanding, and, upon said declaration the same shall be immediately due and payable. If an Event of Default specified in Section 3.01(e), (f) and (g) of the First Supplemental Indenture occurs, the
principal of and premium, if any, and interest accrued and unpaid on all the Notes shall be immediately and automatically due and payable without necessity of further action. 

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture with
respect to the Notes or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 9.02 of the Base Indenture. Subject to the provisions of the Indenture, the Holders of not less than a majority
in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default with respect to the Notes, subject to exceptions set forth in the Indenture. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the
Notes, the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, on and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the
Indenture prescribed. 
 Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 

The Notes are issuable in fully registered form, without coupons, in denominations of $2,000 principal amount and any multiple of $1,000. At
the office or agency of the Issuer referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, Notes may be transferred or may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.








 The Issuer shall have the right to redeem the Notes under certain circumstances as set forth in
Section 1.4(d) of the First Supplemental Indenture and Article Eleven of Base Indenture. 
 The Notes are not subject to redemption
through the operation of any sinking fund. 
 No recourse for the payment of the principal of or any premium or interest on this Note, or
for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any past, present or future general partner, limited partner, member, employee, incorporator, controlling person, stockholder, officer, director or agent, as such, of the Issuer, the Company, or
of any of the Issuer’s or the Company’s predecessors or successors, either directly or through the Issuer or the Company, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders thereof and as part of the consideration for the issue of the Notes. 

The Notes will be governed by, and construed in accordance with, the law of the State of New York. 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:		  

	
	  

	(Insert assignee’s legal name)
	
	  

	
	  

	
	  

	
	  

	(Print or type assignee’s name, address and zip code)

 and irrevocably appoint
                                         to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

			
	Date:		  


  

			
	Your Signature:		  

			(Sign exactly as your name appears on the face of this Note)


  

					
			 Signature Guarantee*:
		  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE * 

The following increases or decreases in the principal amount of this Global Note have been made: 

 

									
	 Date of Increase or Decrease
	  	Amount of
decrease in
Principal Amount
at maturity of
this Global Note	  	Amount of
increase in
Principal Amount
at maturity of
this Global Note	  	Principal Amount
at maturity of
this Global Note
following such
decrease (or
increase)	  	Signature of 
authorized officer
of Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form.