EX-10.9



  

 
 Exhibit 10.9 

THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS 

Dated as of March 14, 2018 

Between 
 EACH OF THE ENTITIES
LISTED ON SCHEDULE I ATTACHED HERETO, 
 individually and/or collectively, as the context may require, as Borrower 

and 
 RVI CMA HOLDER LLC,
as additional obligor 
 and 

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, 

collectively, as Lender 
  

 
  







 THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS 

THIS THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 14, 2018 (this “Amendment”),
is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York
10179 (“JPM”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612
(“Wells”; and together with CF and JPM and their respective successors and/or assigns, collectively “Lender”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of
business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”) and RVI CMA HOLDER LLC, a Delaware
limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“Additional Obligor”). All capitalized terms not defined herein shall have the respective meanings set forth in
the Loan Agreement (as defined below). 
 W I T N E S S E T H: 

WHEREAS, Lender has made a loan in the original principal amount of One Billion Three Hundred Fifty Million Dollars ($1,350,000,000)
(the “Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of February 14, 2018 (the “Original Loan Agreement”), as amended by that certain First Amendment to Loan Agreement, dated as of
February 27, 2018 (the “First Amendment to Loan Agreement”) by and among Borrower, Lender and Additional Obligor, and as further amended by that certain Second Amendment to Loan Agreement, dated as of March 6, 2018 (the
“Second Amendment to Loan Agreement”), by and among Borrower, Lender and Additional Obligor, which Loan is evidenced by the Original Loan Agreement, the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and
the other Loan Documents (as defined in the Original Loan Agreement); and 
 WHEREAS, Borrower, Lender and Additional Obligor now
desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and this Amendment, and as the same may be further amended, replaced, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”) and certain other Loan Documents, each as more specifically set forth herein. 

NOW, THEREFORE, in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows. 







 A G R E E M E N T: 

Section I.Modification to Original Loan Agreement.

(i)Section 1.1 of the Original Loan Agreement is hereby amended to delete the definition of “LIBOR Spread” in
its entirety and add in the appropriate alphabetical order the following definition of “LIBOR Spread”: 
 ““LIBOR
Spread” shall mean, with respect to each Component of the Loan, as the same may be reallocated pursuant to Section 11.1(b) hereof: 
  

	(a)	Component A, 1.107000000%; 

  

	(b)	Component B, 1.757000000%; 

  

	(c)	Component C, 2.057000000%; 

  

	(d)	Component D, 5.373735028%; 

  

	(e)	Component E, 4.507000000%; 

  

	(f)	Component F, 6.007000000%; 

  

	(g)	Component G, 7.507000000%; and 

  

	(h)	Component HRR, 9.507000000%; 

 the LIBOR Spread shall be increased by (x) 25 basis points
(0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with
 Section 2.9(g),
without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g).” 

(ii)Section 2.11 of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu
thereof: 
 “Section 2.11. Components of the Loan. For the purposes of computing interest
payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through HRR. The principal amount of the Components shall be as
follows: 
  

			
	 COMPONENT
	  	PRINCIPAL AMOUNT
	 A
	  	$524,000,000
	 B
	  	$159,200,000
	 C
	  	$137,900,000
	 D
	  	$121,900,000
	 E

F
	  	$165,500,000
 $160,300,000



  
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	 COMPONENT
	  	PRINCIPAL AMOUNT
	 G
	  	$13,400,000
	 HRR
	  	$67,800,000

 (iii)Section 4.12(a)(vi) of the Original Loan Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof: 
 “(vi)(A) prior to a Securitization, within three
(3) Business Days of Lender’s request therefor, (B) during a Trigger Period, no later than fifteen (15) days after and as of the end of each calendar month, and (C) at all other times no later than forty-five (45) days
after and as of the end of each calendar quarter, a calculation of the then current Debt Yield, together with such back-up information as Lender shall require.” 

(iv)The Original Loan Agreement is hereby amended by deleting Schedule 8.6-A attached
thereto and inserting in lieu thereof the schedule attached hereto identified as “Schedule 8.6-A”. 

Section II.Amendment to Other Loan Documents. Each of the Loan Documents (other than the Loan Agreement) is hereby
amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined term “LIBOR Spread”, which defined term has been modified pursuant to this Amendment shall be deemed to be a reference to
such defined term as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement. 

Section III.Reaffirmation of Guaranty. In connection with this Amendment, Sponsor hereby: 

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect
the nature of the obligations of Guarantor under the Guaranty. 
 (b)Warrants and represents that, to its knowledge, there are no defenses,
offsets or counterclaims existing with respect to its obligations under the Guaranty. 
 (c)Acknowledges that the Guaranty and the
obligations of Guarantor contained in the Guaranty are continuing and in full force and effect. 
 (d)Reaffirms the Guaranty and its
obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender. 
 Section
IV.Reaffirmation of Pledgor Guaranty. In connection with this Amendment, Pledgor hereby: 
 (a)Consents to and
acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Pledgor under the Pledgor Guaranty. 

  
 -3- 








 (b)Warrants and represents that, to its knowledge, there are no defenses, offsets or
counterclaims existing with respect to its obligations under the Pledgor Guaranty. 
 (c)Acknowledges that the Pledgor Guaranty and the
obligations of Pledgor contained in the Pledgor Guaranty are continuing and in full force and effect. 
 (d)Reaffirms the Pledgor Guaranty
and its obligations thereunder, and acknowledges that this reaffirmation of the Pledgor Guaranty is for the benefit of Lender. 

Section V.Reaffirmation of Environmental Indemnity. In connection with this Amendment, each of Borrower and Guarantor
hereby: 
 (a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or
adversely affect the nature of the obligations of Borrower or Guarantor under the Environmental Indemnity. 
 (b)Warrants and represents
that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Environmental Indemnity. 

(c)Acknowledges that the Environmental Indemnity and the obligations of Borrower and Guarantor contained in the Environmental Indemnity are
continuing and in full force and effect. 
 (d)Reaffirms the Environmental Indemnity and its obligations thereunder, and acknowledges that
this reaffirmation of the Environmental Indemnity is for the benefit of Lender. 
 Section VI.No Waiver. The
execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Lender, Borrower or Additional Obligor under the Loan Agreement or any of
the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by any of the parties hereto. 

Section VII.No Presumption Against Party Drafting Amendment. Should any provision of this Agreement require
judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to
be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof. 

Section VIII.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. 
 Section IX.Ratification. Borrower, Lender
and Additional Obligor hereby ratify and confirm the Loan Agreement, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the


  
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respective obligations of Lender, Borrower and Additional Obligor thereunder shall be and remain unmodified and in full force and effect. 

Section X.No Further Modification. No further modification, amendment, extension, discharge, termination or waiver
hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. 

Section XI.Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State
of New York (without regard to the principles of conflicts of laws). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms. 

Section XII.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. 
 Section XIII.References to Loan Agreement. All references in the
Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein. 
 Section XIV.Entire
Agreement. This Amendment constitutes the entire agreement between Borrower, Additional Obligor and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof. 
 Section XV.Incorporation of Recitals; Defined
Terms. The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan
Agreement. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized representatives, all as of the day and year first above written. 
 BORROWER: 

DDR TUCSON SPECTRUM I LLC 

DDR TUCSON SPECTRUM II LLC 

DDR TUCSON SPECTRUM III LLC 

DDR MARINER SQUARE LLC 

DDR MARINER SQUARE II LLC 

GS II GREEN RIDGE LLC 

DDR DOUGLASVILLE PAVILION LLC 

RVT NEWNAN CROSSING LLC 

RVT SILVER SPRING SQUARE LLC 

RVT HENDERSONVILLE TN LLC 

RVT HAMILTON COMMONS LLC 

RVT WEST ALLIS CENTER LLC 

BRE DDR RIVERDALE VILLAGE INNER RING LLC 

BRE DDR RIVERDALE VILLAGE OUTER RING LLC 

DDRA MAPLE GROVE CROSSING LLC 

RVT BRANDON BOULEVARD SHOPPES LLC 

RVT TEQUESTA SHOPPES LLC 

RVT EAST LLOYD COMMONS LLC 

RVT WRANGLEBORO CONSUMER SQUARE LLC 

RVT NOBLE TOWN CENTER LLC 

RVT KYLE CROSSING LLC 

RVT HOMESTEAD PAVILION LLC 

RVT LAKE WALDEN SQUARE LLC 

BRE DDR BROOKFIELD LLC 

BRE DDR BROWN DEER MARKET LLC 

BRE DDR BROWN DEER CENTER LLC 

RVT PEACH STREET SQUARE i LLC 

RVT ERIE MARKETPLACE LLC 

RVT PAVILION AT SHOPPERS WORLD LLC 

BRE DDR MARKETPLACE AT TOWNE CENTER LLC 

BRE DDR HARBISON COURT LLC 

DDR GRESHAM STATION LLC 

GS II UPTOWN SOLON LLC 

DDR WALKS AT HIGHWOOD PRESERVE I LLC 

DDR SEABROOK LLC 

BRE DDR MIDWAY MARKETPLACE LLC 

BRE DDR GRANDVILLE MARKETPLACE LLC 

DDR WILLOWBROOK PLAZA LLC 

BRE DDR GREAT NORTHERN LLC 

DDR MILLENIA PLAZA LLC 

DDR I-DRIVE LLC 







 DDR PALM VALLEY PAVILIONS LLC 

DDR CROSSROADS CENTER LLC 

GS II BIG OAKS LLC 

DDR GUAYAMA WM LLC, S.E. 

DDR SENORIAL LLC, S.E. 

DDR RIO HONDO LLC, S.E. 

DDR ATLANTICO LLC, S.E. 

DDR FAJARDO LLC, S.E. 

DDR NORTE LLC, S.E. 

DDR ESCORIAL LLC, S.E. 

DDR DEL SOL LLC, S.E. 

DDR ISABELA LLC, S.E. 

DDR CAYEY LLC, S.E. 

DDR VEGA BAJA LLC, S.E. AND 

DDR PALMA REAL LLC, S.E., 

each a Delaware limited liability company 
  

			
	By:	 	 /s/ Matthew Ostrower

	Name:	 	Matthew Ostrower
	Title:	 	Chief Financial Officer
	
	DDR/1ST CAROLINA CROSSINGS SOUTH LP, a Delaware limited partnership
		
	By:	 	RVT CAROLINA CROSSINGS GP LLC, a Delaware limited liability company, its general partner
		
	By:	 	 /s/ Matthew Ostrower

	Name:	 	Matthew Ostrower
	Title:	 	Chief Financial Officer


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 







 
			
	ADDITIONAL OBLIGOR:
	
	RVI CMA HOLDER LLC, a Delaware limited liability company
		
	By:	 	 /s/ Matthew Ostrower

	Name:	 	Matthew Ostrower
	Title:	 	Chief Financial Officer


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 







 
			
	LENDER:
	
	COLUMN FINANCIAL, INC., a Delaware corporation
		
	By:	 	 /s/ David Tlusty

	Name:	 	David Tlusty
	Title:	 	Authorized Signatory


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 








			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Simon B. Burce

	Name:	 	Simon B. Burce
	Title:	 	Vice President


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Jeffrey L. Cirillo

	Name:	 	Jeffrey L. Cirillo
	Title:	 	Managing Director


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 







 The undersigned hereby acknowledges and consents to Sections III and V of this First Amendment to Loan Agreement
and Other Loan Documents. 
  

			
	SPONSOR:
	
	RETAIL VALUE INC., an Ohio corporation
		
	By:	 	 /s/ Matthew Ostrower

	Name:	 	Matthew Ostrower
	Title:	 	Chief Financial Officer


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 







 The undersigned hereby acknowledges and consents to Section IV of this First Amendment to Loan Agreement and
Other Loan Documents. 
  

			
	PLEDGOR:
	
	RVT PR MEZZ BORROWER I LLC, a Delaware limited liability company
		
	By:	 	 /s/ Matthew Ostrower

	Name:	 	Matthew Ostrower
	Title:	 	Chief Financial Officer


 [NO FURTHER TEXT ON THIS PAGE]