EX-10.1



 Exhibit 10.1 

FOURTH AMENDMENT TO 

FIRST AMENDED AND RESTATED CREDIT AGREEMENT 

THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
December 12, 2014, by and among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (“Parent
Guarantor”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as
Administrative Agent, is hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter referred to collectively as the “Lenders”). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Parent Guarantor, certain Subsidiaries of the Parent Guarantor, KeyBank, Agent and the other
Lenders are party to that certain First Amended and Restated Credit Agreement dated as of August 29, 2012, as amended by that certain First Amendment to First Amended and Restated Credit Agreement dated April 15, 2013, that certain Second
Amendment to First Amended and Restated Credit Agreement dated August 30, 2013, and that certain Third Amendment to First Amended and Restated Credit Agreement dated September 26, 2013 (as the same may be varied, extended, supplemented,
consolidated, amended, replaced, renewed, modified or restated from time to time, the “Credit Agreement”); 

WHEREAS, the Borrower and the Parent Guarantor have requested that the Agent and the Lenders modify the Credit Agreement in
certain respects and the Agent and the Lenders have agreed to such modifications on the terms and conditions set forth below; 

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth hereinbelow, and for other good
and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and as a material inducement to the Agent and the Lenders to agree to such modifications, the parties do hereby covenant and agree as follows: 

1.        Definitions. Capitalized terms used in this Amendment, but which are
not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement. 

2.        Modification of the Credit Agreement. Borrower, the Parent Guarantor,
Agent and the Lenders do hereby modify and amend the Credit Agreement as follows: 

(a)      By inserting the following definitions in Section 1.01 of the Credit
Agreement, in appropriate alphabetical order: 
 “Amendment Closing Date” means the
“Amendment Closing Date” as defined in the Fourth Amendment. 







 “Fourth Amendment” means that certain Fourth
Amendment to First Amended and Restated Credit Agreement dated as of December 12, 2014, by and among Borrower, Parent Guarantor, Administrative Agent, and the Lenders. 

“Material Acquisition” means a simultaneous acquisition by Borrower or its Subsidiaries of
one or more assets with a purchase price of ten percent (10%) or more of Consolidated Total Asset Value immediately prior to such acquisition. 

(b)      By deleting in their entirety the definitions of the terms “Aggregate
Commitments”, “Applicable Rate”, “Arrangers”, “Capitalization Rate”, “Facility Fee”, “Fee Letter”, “Initial Maturity Date”, “Material Subsidiary”, “Maturity Date”,
“Threshold Amount”, “UAP Guarantor”, and UAP Subsidiary” appearing in Section 1.01 of the Credit Agreement, and inserting in lieu thereof the following: 

“Aggregate Commitments” means the Commitments of all the Lenders. The initial amount of
Aggregate Commitments in effect on the Amendment Closing Date is $500,000,000. 
 “Applicable
Rate” means, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below (provided that any accrued interest payable at the Applicable Rate determined by reference to
the Consolidated Leverage Ratio shall be payable as provided in Section 2.07): 
  

							
	 Pricing  

Level  
	 	  

Credit Rating Level   
	  	  

Eurodollar Rate  
Loans & Letters of   

Credit Fees  
  
	  	  

Base Rate Loans

	 I  

 
	 	Credit Rating Level 1    	  	0.85%	  	0.00%
	 II  

 
	 	Credit Rating Level 2    	  	0.925%	  	0.00%
	 III  

 
	 	Credit Rating Level 3    	  	1.00%	  	0.00%
	 IV  

 
	 	Credit Rating Level 4    	  	1.20%	  	0.20%
	 V  

 
	 	Credit Rating Level 5    	  	1.60%	  	0.60%

 The Applicable Rate for each Base Rate Loan shall be determined by reference
to the Credit Rating Level in effect from time to time, and the Applicable Rate for any Interest Period for all Eurodollar Rate Loans comprising part of the same Borrowing shall be determined by reference to the Credit Rating Level in effect on the
first day of such Interest Period; provided, however, that no change in the Applicable Rate resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three Business Days after the date
on which the Administrative Agent receives written notice of the application of the Credit Rating Levels or written notice, pursuant to Section 6.03(f) 

  
 2 








 
or addressed to the Administrative Agent from the applicable Rating Agency, of a change in such Credit Rating Level, or otherwise confirms such change through information made publicly available
by such Rating Agency. 
 “Arrangers” means KeyBanc Capital Markets Inc. in its capacity
as lead arranger and sole book manager. 
 “Capitalization Rate” means 6.75 %. 

“Facility Fee” has the meaning specified in Section 2.08(a). 

“Fee Letter” means the letter agreement, dated November 26, 2014, among the Parent
Guarantor, the Administrative Agent, and KeyBanc Capital Markets, Inc. 
 “Initial Maturity
Date” means January 31, 2019. 
 “Material Subsidiary” means any Domestic
Subsidiary of the Parent Guarantor that either (i) owns (or ground leases, as applicable) a UAP Property or other assets the value of which is included in the determination of Unencumbered Asset Pool Value and which at any time (whether when
such Real Property Asset becomes a UAP Property or thereafter) has incurred, acquired, suffered to exist, or incurs, acquires or suffers to exist, or otherwise is liable with respect to any Indebtedness that is not Non-Recourse Indebtedness (whether
as a borrower, co-borrower, guarantor, or otherwise), or (ii) is the borrower or co-borrower under, guarantees, or otherwise is or becomes obligated in respect of, any Indebtedness that is not Non-Recourse Indebtedness; provided that, in lieu
of causing such Subsidiary to become a Guarantor as provided in Section 6.12, the Borrower may elect by delivery of written notice to Administrative Agent to exclude such Subsidiary as a Guarantor provided any Indebtedness of such
Subsidiary which is not Non-Recourse Indebtedness is recourse only to the Subsidiary and not recourse to any other Person, and provided further that all assets owned directly or indirectly by the Subsidiary are excluded from the Unencumbered Asset
Pool Value. 
 “Maturity Date” means the later of (a) the Initial Maturity Date and
(b) if maturity is extended pursuant to Section 2.13, January 31, 2020; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Threshold Amount” means (a) with respect to Indebtedness that is recourse to a Loan
Party or any of its Subsidiaries, $35,000,000, (b) with respect to Indebtedness that is not recourse to any Loan Party or any of its Subsidiaries, $70,000,000 and (c) with respect to all other matters, $10,000,000. 

  
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 “UAP Guarantor” means each Subsidiary of the
Parent Guarantor which owns (or ground leases, as applicable) a UAP Property and which is or becomes a Guarantor pursuant to Section 6.12. 

“UAP Subsidiary” means each Subsidiary of Borrower and each Qualified Non-Wholly Owned
Subsidiary which owns (or ground leases, as applicable) a UAP Property. Each UAP Guarantor shall be a UAP Subsidiary. 

(c)      By deleting the words “and provided that, from and after the time that
Administrative Agent receives written notice that Parent Guarantor has first obtained an Investment Grade Rating from at least two of the Rating Agencies,” from the definition of “Credit Rating Level” appearing in
Section 1.01 of the Credit Agreement. 
 (d)      By deleting in its entirety the
definition of the terms “Bond Issuance Event”, “Guarantor Release Date”, “Investment Grade Rating”, “Term Loan Agreement”, “Term Loan Documents”, “Term Loan
Obligations”, “Unused Fee”, and “Unused Fee Rate” appearing in Section 1.01 of the Credit Agreement. 

(e)      By deleting the reference to the “Existing Term Loan Agreement” in the second
line of Section 1.07 of the Credit Agreement and inserting in lieu thereof a reference to the “Existing Credit Agreement”. 

(f)      By deleting in its entirety Section 2.08(a) of the Credit Agreement and
inserting in lieu thereof the following: 
 (a)        Facility
Fee.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a facility fee (the “Facility Fee”) equal to the applicable Facility Fee Rate set
forth in the table below multiplied by the actual daily amount of the Aggregate Commitments from the date thereof in the case of each Lender then a party thereto and from the effective date specified in the Assignment and Acceptance Agreement
pursuant to which it became a Lender in the case of each other Lender until the last day of the Availability Period, payable quarterly in arrears on the tenth Business Day of each April, July, October and January, and on the last day of the
Availability Period. The Facility Fee payable to the account of each Lender shall be calculated daily for each period for which the Facility Fee is payable during such period at the rate per annum set forth below: 

 

			
	
Credit Rating Level
  
	  	
Facility Fee Rate
  

	 Credit Rating Level 1

 
	  	 0.15%

 

	 Credit Rating Level 2

 
	  	 0.15%

 

	 Credit Rating Level 3

 
	  	 0.20%

 

	 Credit Rating Level 4

 
	  	 0.25%

 

	 Credit Rating Level 5

 
	  	 0.30%

 



  
 4 








 The Facility Fee shall be determined by reference to the Credit
Rating Level in effect from time to time; provided, however, that no change in the Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three Business Days after the date on which
the Administrative Agent receives written notice, pursuant to Section 6.03(f) or addressed to the Administrative Agent from the applicable Rating Agency, of a change in such Credit Rating Level or otherwise confirms such change through
information made publicly available by such Rating Agency. 
 (g)      By deleting the text of
Section 2.09(b) of the Credit Agreement in its entirety and inserting in lieu thereof the words “Intentionally Omitted”. 

(h)      By deleting the date “August 29, 2018” appearing in Section 2.13
of the Credit Agreement and inserting in lieu thereof the date “January 31, 2020”. 

(i)       By deleting the reference to “350,000,000” in
Section 2.14(a) of the Credit Agreement and inserting in lieu thereof a reference to “500,000,000”. 

(j)       By deleting in its entirety Section 2.16(a)(iii)(A) of the Credit
Agreement and inserting in lieu thereof the following: 

(A)        Each Defaulting Lender shall be entitled to receive a
Facility Fee for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of
Credit for which it has provided Cash Collateral pursuant to Section 2.03, Section 2.15, or Section 2.16(a)(ii), as applicable. 

(k)      By deleting the text of Section 4.01(i) of the Credit Agreement in its
entirety and inserting in lieu thereof the words “Intentionally Omitted”. 

(l)       By deleting in its entirety Section 5.20 of the Credit Agreement.

 (m)     By deleting in its entirety Section 6.12 of the Credit Agreement and
inserting in lieu thereof the following: 
 6.12     Additional
Guarantors. 
 The Borrower shall notify the Administrative Agent at the time that
any Person becomes a Material Subsidiary and shall simultaneously with such Person becoming a Material Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Joinder
Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Section 4.01(d) and favorable opinions of
counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative
Agent. 

  
 5 








 (n)      By deleting in its entirety
Section 7.01(n) of the Credit Agreement and inserting in lieu thereof the following: 

(n)        other Liens incurred in connection with Consolidated
Funded Indebtedness, as long as, after giving effect thereto, the Loan Parties are in compliance with the financial covenants in Section 7.10, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent
fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of June 30, 2012); provided that the Loan Parties and UAP Subsidiaries may not
grant a Lien on any UAP Property or the Equity Interests in any Subsidiary except in favor of the Lenders. 

(o)      By deleting in its entirety Section 7.03(f) of the Credit Agreement and
inserting in lieu thereof the following: 
 (f)        other
Funded Indebtedness (including any portion of any renewal, financing, or extension of Indebtedness set forth in Schedule 7.03 to the extent such portion does not meet the criteria set for the in the proviso of clause (e) above) as
long as, after giving effect thereto, the Loan Parties are in compliance with the financial covenants in Section 7.10, on a pro forma basis as if such Indebtedness had been incurred as of the last day of the most recent fiscal quarter
for which financial statements have been delivered pursuant to Section 6.01 (or if such Indebtedness exists as of the Closing Date, as of June 30, 2012) 

(p)      By deleting in its entirety the parenthetical phrase appearing in
Section 7.08 of the Credit Agreement and inserting in lieu thereof the following: 
 (other
than this Agreement or any other Loan Document) 
 (q)      By deleting in their entirety
Sections 7.10(a), (c), and (e) of the Credit Agreement and inserting in lieu thereof the following: 

(a)        Consolidated Tangible Net Worth.  Permit
Consolidated Tangible Net Worth, as of the last day of any fiscal quarter of the Parent Guarantor, to be less than the sum of (i) $850,000,000 plus (ii) an amount equal to 80% of the aggregate net cash proceeds from the issuance and sale
of Equity Interests of the Parent Guarantor after September 30, 2014. 

(c)        Consolidated Leverage Ratio.  Permit the
Consolidated Leverage Ratio (expressed as a percentage), as of the last day of any fiscal quarter of the Parent Guarantor, to be greater than 60%; provided, however, that the Borrower may make a one-time election by delivering written notice thereof
to Agent upon which the Borrower may permit such ratio to be as high as 65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition. 

(e)        Consolidated Unencumbered Leverage
Ratio.    Permit the Consolidated Unencumbered Leverage Ratio (expressed as a percentage), 

  
 6 








 
as of the last day of any fiscal quarter of the Parent Guarantor, to be greater than 60%; provided, however, that the Borrower may make a one-time election by delivering written notice thereof to
Agent upon which the Borrower may permit such ratio to be as high as 65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition. 

(r)      By deleting the words to “$75,000,000 during the term of this Agreement” in
Section 7.13 of the Credit Agreement and inserting in lieu thereof the words “$100,000,000 during the term of this Agreement remaining after Amendment Closing Date”. 

(s)      By inserting the word “or” before clause (ii) of
Section 8.01(e) of the Credit Agreement and deleting clause (iii) of Section 8.01(e) of the Credit Agreement in its entirety. 

(t)      By deleting in its entirety Section 9.10(b) of the Credit Agreement and
inserting in lieu thereof the following: 
 (b)        In
addition, the Lenders, the L/C Issuer and the Swing Line Lender irrevocably authorize the Administrative Agent to, and the Administrative Agent shall, release any Material Subsidiary that is a Guarantor from its obligations under the Guaranty upon
receipt by Administrative Agent of a certification from the Parent Guarantor that none of the Material Subsidiaries of the Parent Guarantor to be released from the Guaranty have created, incurred, assumed or suffered to exist or are otherwise liable
with respect to (whether as a borrower, co-borrower, guarantor or otherwise) any Indebtedness (including without limitation under any Swap Contract), other than the Indebtedness under the Loan Documents. For the avoidance of doubt, this
Section 9.10(b) shall not permit or result in any release of Parent Guarantor from the Guaranty, or limit the provisions of Section 6.12. 

(u)      By deleting the contents of Schedule 2.01 to the Credit Agreement in its
entirety and inserting in lieu thereof the contents of Schedule 1 attached hereto. 

(v)      By deleting the contents of Schedule 5.13 to the Credit Agreement in its
entirety and inserting in lieu thereof the contents of Schedule 2 attached hereto. 

3.        Guarantor Release. Borrower and Parent Guarantor hereby represent and
warrant that (a) a Bond Issuance Event (as defined in the Credit Agreement prior to giving effect to this Amendment) occurred on or before the date hereof, and (b) none of the Subsidiaries of Borrower set forth on Schedule 3
attached hereto (the “Released Guarantors”) contemplated to be released from its respective obligations under the Guaranty pursuant to Section 9.10(b) of the Credit Agreement have created, incurred, assumed or suffered to exist
or are otherwise liable with respect to (whether as a borrower, co-borrower, guarantor or otherwise) any Indebtedness (including without limitation under any Swap Contract), other than the Indebtedness under the Loan Documents. Agent and Lenders
acknowledge that the conditions set forth in Section 9.10(b) of the Credit Agreement have been satisfied and Agent, for itself and on behalf of the Lenders, does hereby consent to the release of the Released Guarantors, from and after
the date hereof, from any and all liabilities or obligations under the Guaranty and any other Loan Document to which the Released Guarantors are a party. 

  
 7 








 4.        Reallocation of Commitments;
No Novation; Etc. 
 (a)        In order to facilitate this Amendment,
Citibank, N.A. is executing this Amendment in order to become a party to the Credit Agreement as a “Lender” (the “New Lender”), and the Commitments and Revolving Loans shall be allocated among the Lenders that are a party
to this Amendment in accordance with their respective Applicable Percentages reflected on Schedule 1 attached hereto. The foregoing is done as an accommodation to the Borrower, New Lender and the other Lenders, and shall be deemed to have
occurred with the same force and effect as if such allocation was evidenced by the applicable Assignment and Assumption (as defined in the Credit Agreement), and no other documents shall be, or shall be required to be, executed in connection
therewith, except as provided in Sections 4(c), (d) and (f) of this Amendment. For the avoidance of doubt, other than the payment of certain fees described in Section 2.08 of the Credit Agreement and in the Fee Letter, no payment is
due and payable to any Lender in connection with the foregoing. 
 (b)        New
Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment, it will be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and
shall have all of the rights and obligations of a “Lender” thereunder as fully as if it has executed the Credit Agreement and the other Loan Documents. New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of
the terms, provisions and conditions contained in the Credit Agreement and in the other Loan Documents which are binding upon the Lenders, including, without limitation, all of the authorizations of the Lenders set forth in Article IX of the Credit
Agreement, as supplemented from time to time in accordance with the terms thereof. 

(c)        New Lender agrees (i) that, concurrently herewith, it will complete,
and execute and deliver to the Agent, an Administrative Questionnaire, and (ii) that, at any time and from time to time, upon the written request of the Agent, it will execute and deliver such further documents and do such further acts and
things as the Agent may reasonably request in order to effect the purposes of this Section 4. 

(d)        New Lender (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a “Lender” under the Credit Agreement, (ii) from and after the date
hereof, it shall be bound by the provisions of the Credit Agreement and, to the extent of its Applicable Percentage of the Commitments, shall have the rights and obligations of a “Lender” thereunder, (iii) it has received a copy of
the Credit Agreement and the Schedules and Exhibits thereto, and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision, and (iv) it has delivered to the Agent prior to the date hereof any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 3.01 thereof), duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the
Agent, any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to 

  
 8 








 
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a “Lender” thereunder. 

(e)        The Borrower and the Parent Guarantor hereby acknowledge and agree that
(i) New Lender is an Eligible Assignee and (ii) as of the effective date of the Amendment Closing Date, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1 attached hereto. The terms of the
Commitment provided by New Lender, and the Revolving Loans to be made under the Credit Agreement, shall be as set forth for Commitments and Revolving Loans, respectively, in the Credit Agreement. 

(f)        There shall not be deemed to have occurred, and there has not otherwise
occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Credit Agreement and the Notes, which Indebtedness is instead allocated among the Lenders as of the date hereof in accordance with their respective Applicable
Percentages of the Aggregate Commitments, and is evidenced by the Credit Agreement and any Note(s), and the Lenders shall as of the date hereof make such adjustments to the outstanding Loans of such Lenders so that such outstanding Loans are
consistent with their respective Applicable Percentages of the Aggregate Commitments. 

5.        Acknowledgment of Borrower and Parent Guarantor.  Borrower
and the Parent Guarantor hereby acknowledge, represent and agree that the Loan Documents, as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and the Parent Guarantor,
as applicable, enforceable against Borrower and the Parent Guarantor in accordance with their respective terms (except as enforceability is limited by Debtor Relief Laws or general equitable principles relating to or limiting creditors’ rights
generally). By execution hereof, the Parent Guarantor consents to the amendments contained herein. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction,
release, extinguishment, waiver or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower or the Parent Guarantor under the Loan Documents. 

6.        References to Credit Agreement.  All references in the Loan
Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein. 

7.        Representations.  Borrower and the Parent Guarantor
represent and warrant to Agent and the Lenders as follows: 

(a)        Authorization.    The execution, delivery and
performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and the Parent Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and the
Parent Guarantor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which Borrower or the Parent Guarantor is subject or any judgment, order, writ,
injunction, license or permit applicable to Borrower or the Parent Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any Organization Documents
of, or any mortgage, indenture, agreement, contract or other instrument binding upon, Borrower or the Parent Guarantor or any of their respective properties or to which 

  
 9 








 
Borrower or the Parent Guarantor is subject, and (v) do not and will not result in or require the imposition of any Lien on any of the properties, assets or rights of Borrower or the Parent
Guarantor. 
 (b)        Enforceability.  This Amendment
constitutes the valid and legally binding obligations of Borrower and the Parent Guarantor, enforceable in accordance with the terms and provisions hereof, except as enforceability may be limited by Debtor Relief Laws or general equitable principles
relating to or limiting creditors’ rights generally. 

(c)        Approvals.  The execution, delivery and performance of
this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent or approval of, or any filing with, or the giving of any notice to, any Governmental Authority other than
those already obtained, taken or made, as the case may be, those specified herein and any disclosure filings with the SEC as may be required with respect to this Amendment. 

(d)        Reaffirmation.  Borrower and the Parent Guarantor
reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower and the Parent Guarantor in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for
representations or warranties that expressly relate to an earlier date. 

8.        No Default.  By execution hereof, Borrower and the Parent
Guarantor certify that as of the date of this Amendment and immediately after giving effect to this Amendment no Default or Event of Default has occurred and is continuing. 

9.        Waiver of Claims.  Borrower and the Parent Guarantor
acknowledge, represent and agree that as of the date of this Amendment it has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the
Loan or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender, and Borrower and the Parent Guarantor do hereby expressly waive, release and relinquish any and all
such defenses, setoffs, claims, counterclaims and causes of action, if any. 

10.      Effective Date.    The effectiveness of this Amendment shall
be subject to the satisfaction of the following conditions precedent (the date all such conditions have been satisfied or waived in writing by the Lenders hereinafter referred to as the “Amendment Closing Date”): 

(a)        the execution and delivery of this Amendment by Borrower, the Parent
Guarantor, Agent and the Lenders; 
 (b)        Agent shall have received evidence
reasonably satisfactory to Agent that all loans under that First Amended and Restated Term Loan Agreement dated as of August 29, 2012, among Borrower, Parent Guarantor, KeyBank National Association, as administrative agent, and the lenders
party thereto from time to time, as amended, have been repaid in full and all Term Loan Documents (as defined in the Credit Agreement prior to the effectiveness of this Amendment) have been terminated (other than with respect to indemnification
obligations of the Loan Parties that by their terms expressly survive such repayment); 

  
 10 








 (c)        Agent shall have received one
or more favorable opinions of counsel to Borrower and the Parent Guarantor addressed to Agent and the Lenders covering such matters as the Agent may reasonably request and in form and substance reasonably satisfactory to the Agent; 

(d)        Agent shall have received a duly completed Compliance Certificate
(demonstrating Borrower will be in compliance with the financial covenants in the Credit Agreement after giving effect to the amendments to the Credit Agreement contemplated herein), signed by a Responsible Officer of Borrower, which shall be
similar in form and substance to the Compliance Certificate delivered to Agent for the quarter ending September 30, 2014 (subject to adjustments to account for the changes in the Capitalization Rate and Consolidated Tangible Net Worth covenant
set forth in this Amendment). 
 (e)        Borrower shall have executed and
delivered to the Agent a Revolving Note for New Lender, such Revolving Note to be in the amount set forth opposite such New Lender’s name on Schedule 1 attached hereto; 

(f)        There shall not have occurred a material adverse change since
December 31, 2013 in the business, assets, operations or financial condition of the Parent Guarantor and its Subsidiaries, taken as a whole, or in the facts and information regarding such entities as represented to date. 

(g)        Borrower shall have paid the reasonable and documented fees and expenses
of the Agent due and payable in accordance with Section 10.04 of the Credit Agreement with respect to this Amendment (including, without limitation, those fees due and payable pursuant to the letter agreement, dated November 26, 2014,
among the Parent Guarantor, the Agent, and KeyBanc Capital Markets, Inc, and the reasonable fees and expenses of counsel to Agent), all of which shall be fully earned and non-refundable under any circumstances when paid; and 

(h)        Agent shall have received such other assurances, certificates, documents,
consents or opinions as the Agent or the Lenders may reasonably request. 

11.        Amendment as Loan Document.      This
Amendment shall constitute a Loan Document. 

12.        Counterparts.    This Amendment may be executed
in any number of counterparts which shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic image (e.g., “PDF” or “TIF”
via electronic mail) shall be effective as delivery of a manually executed counterpart of this Amendment. 

13.        Miscellaneous.      THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and
assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose. 

[remainder of this page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto, acting by and through their
respective duly authorized officers and/or other representatives, have duly executed this Amendment, under seal, as of the day and year first above written. 

BORROWER: 
  

					
	RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership
		
	By:    	 	Retail Opportunity Investments GP, LLC, its general partner, a Delaware limited liability company
			
		 	By:	 	 /s/ Michael B. Haines





					
		 	Name:	 	 Michael B. Haines



 

					
		 	Title:	 	 Chief Financial Officer



 PARENT GUARANTOR: 

 

			
	RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation
		
	By:	 	 /s/ Michael B. Haines





			
	Name:	 	 Michael B. Haines



 

			
	Title:	 	 Chief Financial Officer




  
 [Signatures
Continued on Next Page] 
  


 [Signature Page to Fourth Amendment to First Amended and Restated Credit Agreement –
KeyBank/ROI 2014] 








 ADMINISTRATIVE AGENT: 

 

			
	KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	 /s/ Daniel Stegemoeller





			
	Name:	 	 Daniel Stegemoeller





			
	Title:	 	 Sr. Vice President




  
 [Signatures
Continued on Next Page] 
  


 [Signature Page to Fourth Amendment to First Amended and Restated Credit Agreement –
KeyBank/ROI 2014] 








 LENDERS: 

 

			
	KEYBANK NATIONAL ASSOCIATION, as a Lender, L/C Issuer
		
	By:	 	 /s/ Daniel Stegemoeller





			
	Name:	 	 Daniel Stegemoeller





			
	Title:	 	 Sr. Vice President





			
	  
  

BANK OF AMERICA, N.A., as a Lender

		
	By:	 	 /s/ Dennis Kwan



 
			
	Name:	 	 Dennis Kwan



 
			
	Title:	 	 Vice President



 
			
	  
  

PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	By:	 	 /s/ Jason Lamport



 

			
	Name:	 	 Jason Lamport



 
			
	Title:	 	 Officer



 
			
	  
  

U.S. BANK NATIONAL ASSOCIATION, as a Lender

		
	By:	 	 /s/ Michael Paris



 

			
	Name:	 	 Michael Paris



 
			
	Title:	 	 Senior Vice President





			
	  
  

BANK OF MONTREAL – CHICAGO BRANCH, as a Lender

		
	By:	 	 /s/ Lloyd Baron



 
			
	Name:	 	 Lloyd Baron



 
			
	Title:	 	 Vice President




  
 [Signatures
Continued on Next Page] 
  


 [Signature Page to Fourth Amendment to First Amended and Restated Credit Agreement –
KeyBank/ROI 2014] 








 
			
	 JPMORGAN CHASE BANK. N.A., as a Lender
  

	By:	 	 /s/ Rita Lai



 
			
	Name:	 	 Rita Lai



 
			
	Title:	 	 Senior Credit Banker





			
	  
  

REGIONS BANK, as a Lender
  

	By:	 	 /s/ Kyle D. Upton



 

			
	Name:	 	 Kyle D. Upton



 
			
	Title:	 	 Vice President



 
			
	  
  

ROYAL BANK OF CANADA, as a Lender
  

	By:	 	 /s/ Joshua Freedman





			
	Name:	 	 Joshua Freedman



 
			
	Title:	 	 Authorized Signatory





			
	  
  

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
  

	By:	 	 /s/ Dale Northup



 
			
	Name:	 	 Dale Northup



 
			
	Title:	 	 Senior Vice President





			
	  
  

CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
  

	By:	 	 /s/ David R. Jablonowski





			
	Name:	 	 David R. Jablonowski





			
	Title:	 	 Senior Vice President





			
	  
 CITIBANK, N.A., as a Lender

 

	By:	 	 /s/ John Rowland



 
			
	Name:	 	 John Rowland



 
			
	Title:	 	 Vice President




  
 [Signature Page to
Fourth Amendment to First Amended and Restated Credit Agreement – KeyBank/ROI 2014] 








 SCHEDULE 1 

COMMITMENTS AND APPLICABLE PERCENTAGES 
  

					
	Lender	 	        Commitment     
   	 	Applicable
    Percentage of  
  
Commitment
	 	 	 
	
KeyBank National Association
  
	 	 $50,000,000.00

 
	 	 10.0000000000%

 

	 	 	 
	 U.S. Bank
National Association
	 	 $47,000,000.00

 
	 	 9.4000000000%

 

	 	 	 
	 PNC Bank,
National Association
	 	 $47,000,000.00

 
	 	 9.4000000000%

 

	 	 	 
	 Bank of
America, N.A.
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Bank of
Montreal – Chicago Branch
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 JPMorgan Chase
Bank, N.A.
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Royal Bank of
Canada
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Wells Fargo
Bank, National Association
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Citizens Bank,
National Association
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Regions
Bank
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 Citibank,
N.A.
	 	 $44,500,000.00

 
	 	 8.9000000000%

 

	 	 	 
	 TOTAL
	 	 $500,000,000.00

 
	 	 100.000000000%

 



  
 Schedule 1 








 SCHEDULE 2 
  

			
	 Retail Opportunity Investments Corp.    

Schedule of Entities
 December 9, 2014
	  	Note: Assets designated in bold italics have not yet closed as of the date of this report

  

											
	Entity	 	
Jurisdiction 
of Org.
  
	 	
Additional
Qualification 
  
	 	Assets	 	Owner
	  	 	GP
(% Interest)	 	LP
(% Interest)
	 Retail Opportunity
Investments Corp.
	 	MD	 	NY, OR, WA, CA	 	 	 	Shareholders
	 Retail Opportunity
Investments GP, LLC
	 	DE	 	 	 	 	 	Retail Opportunity Investments Corp.
	 Retail Opportunity
Investments Partnership, LP
	 	DE	 	CA	 	 	 	 Retail Opportunity Investments GP, LLC (1%)
	 	Retail
Opportunity
Investments
Corp. (99%)
	ROIC Washington, LLC	 	DE	 	WA	 	 Vancouver Market Center, Crossroads 2nd Mortgage,
Canyon Park Shopping Center, Hawks Prairie, Gateway Shopping Center, Aurora Square, Meridian Valley Plaza, The Market at Lake Stevens, Heritage Market Center, The Kress Building, Canyon Crossing, Aurora II
	 	Retail Opportunity Investments Partnership, LP
	ROIC Oregon, LLC	 	DE	 	OR	 	 Happy Valley Town Center, Wilsonville Old Town
Square, Division Crossing, Halsey Crossing, Cascade Summit Town Square, Tigard Marketplace, Wilsonville (expected close 12/11/2014)
	 	Retail Opportunity Investments Partnership, LP
	ROIC California, LLC	 	DE	 	CA	 	 Sycamore Creek, Marketplace Del Rio, Morada Ranch,
Marlin Cove Shopping Center, The Village at Novato, Glendora Shopping Center, Bay Plaza, Norwood Center, Pleasant Hill Marketplace, Claremont Promenade, Desert Springs Marketplace, Mills Shopping Center, Green Valley Station, Seabridge Marketplace,
Harbor Place Center, Diamond Hills Plaze, Hawthorne Crossing, Granada Shopping Center, Peninsula Marketplace, Country Club Village, Plaza de la Canada, Gateway Village I, Gateway Village II, North Park Plaza, Fallbrook Center, Moorepark Town
Center, Mission Foothills Marketplace
	 	Retail Opportunity Investments Partnership, LP
	ROIC Riverside Plaza, LLC	 	DE	 	 	 	 50% Interest in WRT-ROIC Riverside, LLC
	 	Retail Opportunity Investments Partnership, LP
	WRT-ROIC Riverside, LLC	 	DE	 	 	 	 	 	WRT Realty, L.P. (50%)	 	ROIC
Riverside
Plaza, LLC
(50%)
	ROIC STV, LLC	 	DE	 	CA	 	 Santa Teresa Village
	 	Retail Opportunity Investments Partnership, LP
	ROIC Santa Ana, LLC	 	DE	 	CA	 	 Santa Ana Downtown Plaza
	 	Retail Opportunity Investments Partnership, LP
	ROIC Pinole Vista, LLC	 	DE	 	CA	 	 Pinole Vista Plaza
	 	Retail Opportunity Investments Partnership, LP
	ROIC Hillsboro, LLC	 	DE	 	WA	 	 Hillsboro Market Center
	 	Retail Opportunity Investments Partnership, LP
	ROIC Paramount Plaza, LLC	 	DE	 	CA	 	 Paramount Plaza
	 	Retail Opportunity Investments Partnership, LP
	ROIC Phillips Ranch, LLC	 	DE	 	CA	 	 	 	 Retail Opportunity Investments Partnership, LP
(99.97%)
	 	MCC
Realty III,
LLC (.03%)
	 ROIC Phillips
Ranch, TRS
	 	DE	 	 	 	Manisa Note	 	ROIC Phillips Ranch, LLC
	ROIC Cypress West, LLC	 	DE	 	CA	 	 Cypress Center West
	 	
Retail Opportunity Investments Partnership, LP

	ROIC Euclid Plaza, LLC	 	DE	 	CA	 	Euclid Plaza	 	 ROIC Euclid Plaza Holding I, LLC (50%) –
Managing Member
	 	ROIC
Euclid Plaza
Holding II,
LLC (50%)
	ROIC Euclid Plaza Holding I, LLC	 	DE	 	CA	 	 50% Interest in ROIC Euclid Plaza, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC Euclid Plaza Holding II, LLC	 	DE	 	 	 	 50% Interest in ROIC Euclid Plaza, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC Zephyr Cove, LLC	 	DE	 	NV	 	 Round Hill Square
	 	Retail Opportunity Investments Partnership, LP
	ROIC Gateway III, LLC	 	DE	 	CA	 	 Gateway Village III
	 	ROIC Gateway Holding III, LLC
	ROIC Gateway Holding III, LLC	 	DE	 	CA	 	 ROIC Gateway III, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads GP, LLC	 	DE	 	 	 	 100% of GP Interest in Terranomics Crossroads
Associates
	 	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads LP, LLC	 	DE	 	 	 	 100% of LP Interest in Terranomics Crossroads
Associates
	 	Retail Opportunity Investments Partnership, LP
	Terranomics Crossroads Associates, LP	 	CA	 	WA	 	The Crossroads	 	 Terranomics Crossroads Associates GP
Interest
	 	Terranomics
Crossroads
Associates
LP Interest
	SARM Five Points Plaza, LLC	 	WA	 	CA	 	Five Points Plaza	 	
Retail Opportunity Investments Partnership, LP

	ROIC CCG, LLC	 	DE	 	CA	 	Country Club Gate	 	 ROIC CCG Holding I, LLC (50%) – Managing
Member
	 	ROIC CCG
Holding II,
LLC (50%)
	ROIC CCG Holding I, LLC	 	DE	 	CA	 	 50% Interest in ROIC CCG, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC CCG Holding II, LLC	 	DE	 	 	 	 50% Interest in ROIC CCG, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC RTC, LLC	 	DE	 	CA	 	Renaissance Towne Center	 	 ROIC RTC Holding I, LLC (50%) – Managing
Member
	 	ROIC RTC
Holding II,
LLC (50%)
	ROIC RTC Holding I, LLC	 	DE	 	CA	 	 50% Interest in ROIC RTC, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC RTC Holding II, LLC	 	DE	 	 	 	 50% Interest in ROIC RTC, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC DBTC, LLC	 	DE	 	CA	 	 Diamond Bar Town Center, Grazlanos
	 	Retail Opportunity Investments Partnership, LP
	ROIC BHP Holding I, LLC	 	DE	 	CA	 	 50% Interest in ROIC BHP, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC BHP Holding II, LLC	 	DE	 	CA	 	 50% Interest in ROIC BHP, LLC
	 	Retail Opportunity Investments Partnership, LP
	ROIC Redondo Beach Plaza, LLC	 	DE	 	CA	 	 Redondo Beach Plaza
	 	Retail Opportunity Investments Partnership, LP
	ROIC Lakeside Eagle, LLC	 	DE	 	 	 	 50% Interest in WRT-ROIC Lakeside Eagle, LLC
	 	Retail Opportunity Investments Partnership, LP
	WRT-ROIC Lakeside Eagle, LLC	 	DE	 	CA	 	 	 	WRT Lender, LLC (50%)	 	ROIC
Riverside
Plaza, LLC
(50%)
	ROIC Robinwood, LLC	 	DE	 	 	 	 Robinwood Shopping Center
	 	Retail Opportunity Investments Partnership, LP
	ROIC Creekside Plaza, LLC	 	DE	 	CA	 	Creekside Plaza	 	
Retail Opportunity Investments Partnership, LP



  
 Schedule 2 








 SCHEDULE 3 

Released Guarantors 
  

					
		  	  

Retail Opportunity Investments GP, LLC
  
	 	
		  	  

ROIC Paramount Plaza, LLC
  
	 	
		  	  

ROIC Santa Ana, LLC
  
	 	
		  	  

ROIC Washington, LLC
  
	 	
		  	  

ROIC California, LLC
  
	 	
		  	  

ROIC Oregon, LLC
  
	 	
		  	  

ROIC Pinole Vista, LLC
  
	 	
		  	  

ROIC Zephyr Cove, LLC
  
	 	
		  	  

ROIC Hillsboro, LLC
  
	 	
		  	  

ROIC RTC Holding I, LLC
  
	 	
		  	  

ROIC CCG Holding I, LLC
  
	 	
		  	  

ROIC Cypress West, LLC
  
	 	
		  	  

ROIC Redondo Beach Plaza, LLC
  
	 	


  
 Schedule 3