Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Unsecured Revolving Credit Facility Amendment
On July 29, 2020, Retail Opportunity Investments Corp. (the "Company"), as
parent guarantor, and Retail Opportunity Investments Partnership, LP (the
"Operating Partnership"), the operating partnership subsidiary of the Company,
as borrower, entered into the Second Amendment to Second Amended and Restated
Credit Agreement with KeyBank National Association, as Administrative Agent (the
"Administrative Agent"), and the other lenders party thereto (the "Credit
Agreement Amendment"), which amends the Second Amended and Restated Credit
Agreement, dated as of September 8, 2017, as amended (the "Credit Agreement"),
by and among the Company, as parent guarantor, the Operating Partnership, as
borrower, KeyBank National Association, as Administrative Agent, Swing Line
Lender and L/C Issuer, PNC Bank National Association and U.S. Bank National
Association, as Co-Syndication Agents and the other lenders party thereto.
Pursuant to the Credit Agreement Amendment, the lenders agreed to, among other
things, during a waiver period beginning on June 30, 2020 and lasting through
and including March 31, 2021 (the "Waiver Period"), (i) reduce the Minimum
Economic Occupancy (as defined in the Credit Agreement) theshold from 70% to 50%
for properties contributing to the Unencumbered Asset Pool Value (as defined in
the Credit Agreement) and (ii) include a financial covenant that the Liquidity
Amount (as defined in the Credit Agreement Amendment) shall not be less than
$150,000,000 at any time during the Waiver Period.
The foregoing description of the Credit Agreement Amendment is qualified in its
entirety by reference to the text of such agreement attached as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Term Loan Facility Amendment
On July 29, 2020, the Company, as parent guarantor, and the Operating
Partnership, as borrower, entered into the Second Amendment to First Amended and
Restated Term Loan Agreement with KeyBank National Association, as
Administrative Agent, and the other lenders party thereto (the "Term Loan
Agreement Amendment"), which amends the First Amended and Restated Term Loan
Agreement, dated as of September 8, 2017, as amended, by and among the Company,
as parent guarantor, the Operating Partnership, as borrower, KeyBank National
Association, as Administrative Agent, BMO Capital Markets and Regions Bank, as
Co-Syndication Agents, Capital One, National Association, as Documentation
Agent, and the other lenders party thereto (the "Term Loan Agreement").
Pursuant to the Term Loan Agreement Amendment, the lenders agreed to, among
other things, during the Waiver Period, (i) reduce the Minimum Economic
Occupancy (as defined in the Term Loan Agreement) threshold from 70% to 50% for
properties contributing to the Unencumbered Asset Pool Value (as defined in the
Term Loan Agreement) and (ii) include a financial covenant that the Liquidity
Amount (as defined in the Term Loan Agreement Amendment) shall not be less than
$150,000,000 at any time during the Waiver Period.
The foregoing description of the Term Loan Agreement Amendment is qualified in
its entirety by reference to the text of such agreement attached as Exhibit 10.2
to this Current Report on Form 8-K and incorporated herein by reference.
2026 Note Purchase Agreement Amendment
On July 29, 2020, the Company, as parent guarantor, and the Operating
Partnership, as the issuer, entered into the Third Amendment to the Amended and
Restated Note Purchase Agreement (the "2026 Note Purchase Agreement
Amendement"), which amends the Amended and Restated Note Purchase Agreement,
dated as of September 22, 2016, as amended, by and among the Company, the
Operating Partnership and the purchasers named therein (the "2026 Note Purchase
Agreement").

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Pursuant to the 2026 Note Purchase Agreement Amendment, the noteholders agreed
to, among other things, during the Waiver Period, (i) reduce the minimum
occupancy threshold from 70% to 50% for properties contributing to the
Unencumbered Asset Pool Value (as defined in the 2026 Note Purchase Agreement)
and (ii) include a financial covenant that the Liquidity Amount (as defined in
the 2026 Note Purchase Agreement Amendment) shall not be less than $150,000,000
at any time during the Waiver Period.
The foregoing description of the 2026 Note Purchase Agreement Amendment is
qualified in its entirety by reference to the text of such agreement attached as
Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by
reference.
2027 Note Purchase Agreement Amendment
On July 29, 2020, the Company, as parent guarantor, and the Operating
Partnership, as the issuer, entered into the First Amendment to the Note
Purchase Agreement (the "2027 Note Purchase Agreement Amendement") which amends
the Note Purchase Agreement, dated as of November 10, 2017, by and among the
Company, the Operating Partnership and the purchasers named therein (the "2027
Note Purchase Agreement").
Pursuant to the 2027 Note Purchase Agreement Amendment, the noteholders agreed
to, among other things, during the Waiver Period, (i) reduce the minimum
occupancy threshold from 70% to 50% for properties contributing to the
Unencumbered Asset Pool Value (as defined in the 2027 Note Purchase Agreement)
and (ii) include a financial covenant that the Liquidity Amount (as defined in
the 2027 Note Purchase Agreement Amendment) shall not be less than $150,000,000
at any time during the Waiver Period.
The foregoing description of the 2027 Note Purchase Agreement Amendment is
qualified in its entirety by reference to the text of such agreement attached as
Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.          Description
  10.1                 Second Amendment to Second Amended and Restated Credit Agreement, dated as
                     of July 29, 2020, by and among Retail Opportunity Investments Corp., as the
                     guarantor, and Retail Opportunity Investments Partnership, LP, as the
                     borrower, KeyBank National Association, as Administrative Agent, and the
                     other lenders party thereto.
  10.2                 Second Amendment to First Amended and Restated Term Loan Agreement, dated
                     as of July 29, 2020, by and among Retail Opportunity Investments Corp., as
                     the Parent Guarantor, Retail Opportunity Investments Partnership, LP, as the
                     Borrower, KeyBank National Association, as Administrative Agent, and the
                     other lenders party thereto.
  10.3                 Third Amendment, dated as of July 29, 2020 to the Amended and Restated
                     Note Purchase Agreement, dated as of September 22, 2016, by and among Retail
                     Opportunity Investments Partnership, LP, Retail Opportunity Investments Corp
                     and the purchasers named therein.
  10.4                 First Amendment, dated as of July 29, 2020 to the Note Purchase Agreement,
                     dated as of November 10, 2017, by and among Retail Opportunity Investments
                     Partnership, LP, Retail Opportunity Investments Corp and the purchasers
                     named therein.
101                  Cover Page Interactive Data File - the cover page XBRL tags are embedded
                     within the Inline XBRL document
104                  The cover page from this Current Report on Form 8-K, formatted in Inline
                     XBRL (and contained in Exhibit 101)

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