WASHINGTON PRIME GROUP, L.P. — and —Indenture • March 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • New York
INDENTURE, dated as of March 24, 2015 (the “Indenture”), between: WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership (the “Operating Partnership”), having its principal executive office located at 7315 Wisconsin Avenue, Bethesda, Maryland 20814 and U.S. BANK NATIONAL ASSOCIATION, as trustee, registrar, paying agent and transfer agent (the “Trustee,” “Registrar,” “Paying Agent,” and “Transfer Agent,” respectively).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2019 • Washington Prime Group Inc. • Real estate investment trusts • Ohio
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and LOUIS G. CONFORTI (the “Executive”), as of August 2, 2019 (the “Effective Date”).
WASHINGTON PRIME GROUP, L.P. FORM OF SERIES 2015A LTIP UNIT AWARD AGREEMENT (Form for Executive Officers other than EVP, Legal & Compliance)Ltip Unit Award Agreement • May 7th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Indiana
This Series 2015A LTIP Unit Award Agreement (“Agreement”) made as of February 24, 2015 (the “Award Date”) among Washington Prime Group Inc. (d/b/a WP Glimcher), an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and ________________ as the participant (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Indiana
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 24, 2015 is entered into between Washington Prime Group Inc., an Indiana corporation (the “Company”), and Farinaz S. Tehrani (“Executive”).
TRANSITION SERVICES AGREEMENT BY AND AMONG SIMON PROPERTY GROUP, INC., SIMON PROPERTY GROUP, L.P., WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P. DATED AS OF May 28, 2014Transition Services Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This Transition Services Agreement (this “Agreement”) is entered into and effective as of May 28, 2014 (the “Effective Date”), by and among Simon Property Group, Inc., a Delaware corporation (“Provider”), Simon Property Group, L.P., Washington Prime Group Inc., an Indiana corporation (“Recipient”), and Washington Prime Group, L.P. Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”
SECOND AMENDMENT TO SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • January 22nd, 2015 • Washington Prime Group Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO SEVERANCE BENEFITS AGREEMENT (“Amendment”), is made and entered into as of September 16, 2014, by and between WASHINGTON PRIME GROUP INC. (“WPG”) and Michael P. Glimcher (the “Executive”).
TAX MATTERS AGREEMENT by and among SIMON PROPERTY GROUP, INC., SIMON PROPERTY GROUP, L.P., WASHINGTON PRIME GROUP INC. and WASHINGTON PRIME GROUP, L.P. Dated as of May 28, 2014Tax Matters Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of May 28, 2014 is by and among Simon Property Group, Inc., a Delaware corporation (“SPG”), Simon Property Group, L.P., a Delaware limited partnership (“SPG LP”), Washington Prime Group Inc., an Indiana corporation and a wholly owned subsidiary of SPG (“WPG”) and Washington Prime Group, L.P., an Indiana limited partnership and wholly owned subsidiary of SPG LP (“WPG LP”). Each of SPG, SPG LP, WPG and WPG LP is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2014 is entered into between Washington Prime Group Inc., an Indiana corporation (the “Company”), and Mark E. Yale (“Executive”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG SIMON PROPERTY GROUP, INC., SIMON PROPERTY GROUP, L.P., WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P. DATED AS OF MAY 27, 2014Separation and Distribution Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 27, 2014 (this “Agreement”), is by and among Simon Property Group, Inc., a Delaware corporation (“SPG”), Simon Property Group, L.P., a Delaware limited partnership (“SPG LP”), Washington Prime Group Inc., an Indiana corporation (“WPG”), and Washington Prime Group, L.P., an Indiana limited partnership (“WPG LP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, as of September 16, 2014, by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and MICHAEL P. GLIMCHER (the “Executive”).
FORM OF REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of May 15, 2014 among WASHINGTON PRIME GROUP, L.P. THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS and BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT and MERRILL LYNCH, PIERCE,...Revolving Credit and Term Loan Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • New York
This Revolving Credit and Term Loan Agreement, dated as of May 15, 2014 (as amended, supplemented or modified from time to time, the “Agreement”) is entered into among WASHINGTON PRIME GROUP, L.P., the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of this Agreement or an Assignment and Acceptance, and BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ITS AFFILIATES, as joint lead arranger and joint bookrunner, J.P. MORGAN SECURITIES LLC, as joint lead arranger and joint bookrunner, the financial institutions listed on the cover page to this Agreement as “Joint Lead Arrangers”, as joint lead arrangers and joint bookrunners, the financial institutions listed on the cover page to this Agreement as “Co-Documentation Agents”, as Co-Documentation Agents, JPMORGAN CHASE BANK,
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF WASHINGTON PRIME GROUP, L.P. May 27, 2014Limited Partnership Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, dated as of May 27, 2014, is made by and among WASHINGTON PRIME GROUP INC., an Indiana corporation, as general partner (the “General Partner”), and those persons whose names and addresses are set forth on Exhibit A hereto, as limited partners.
RESIGNATION AND GENERAL RELEASEResignation and General Release • June 24th, 2016 • WP Glimcher Inc. • Real estate investment trusts • Indiana
This Resignation and General Release, dated the 20th of June, 2016 (the “Resignation”), is entered into by and between NILES C. OVERLY (“Overly”), in his individual capacity, as a director and shareholder of WP Glimcher Inc., (the “Company” and, together with Overly, the “Parties”)
WASHINGTON PRIME GROUP INC. EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT (Louis Conforti)Employee Performance Stock Unit Award Agreement • August 2nd, 2019 • Washington Prime Group Inc. • Real estate investment trusts • Ohio
This Performance Stock Unit Award Agreement (“Agreement”) made as of August 2, 2019 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).
WP GLIMCHER INC. TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • June 2nd, 2015 • WP Glimcher Inc. • Real estate investment trusts • Indiana
THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”) dated this 31st day of May, 2015 by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Mark Ordan (“Ordan”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN SIMON PROPERTY GROUP, INC. SIMON PROPERTY GROUP, L.P. WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P. DATED AS OF MAY 28, 2014 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 29th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of May 28, 2014, is by and among SIMON PROPERTY GROUP, INC., a Delaware corporation (“SPG”), SIMON PROPERTY GROUP, L.P., a Delaware limited partnership (“SPG L.P.”), WASHINGTON PRIME GROUP INC., an Indiana corporation (“WPG”) and WASHINGTON PRIME GROUP, L.P., an Indiana partnership (“WPG L.P.” and together with SPG, SPG L.P. and WPG, each a “Party” and collectively, the “Parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 24th, 2016 • WP Glimcher Inc. • Real estate investment trusts • Ohio
This Separation Agreement and General Release, dated the 20th of June, 2016 (the “Agreement”), is entered into by and between MICHAEL GLIMCHER (“Glimcher”) and WP Glimcher Inc. (“WPG” or the “Company”). Together, Glimcher and WPG are sometimes referred to herein collectively as the “Parties.”
WASHINGTON PRIME GROUP, L.P. $250,000,000 3.850% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2014 • SPG SpinCo Subsidiary Inc. • Operators of nonresidential buildings • Indiana
THIS AGREEMENT (the “Agreement”) is made and entered into by and between WASHINGTON PRIME GROUP, INC., an Indiana corporation (the “Company”), and MARK ORDAN (the “Executive”), executed on February 25, 2014 (the “Execution Date”) and effective as of consummation of the distribution (the “Distribution”) of the shares of the Company to the shareholders of Simon Property Group, Inc. (the date of such distribution, the “Effective Date”).
TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • January 9th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Indiana
THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”), by and between Washington Prime Group Inc., an Indiana corporation (the “Company”), and Myles H. Minton (“Minton”) is entered into as of January 5, 2015, effective as of December 1, 2014 (the “Effective Time”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 21st, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Delaware
THIS INDEMNITY AGREEMENT (“Agreement”) dated as of , 2014, by and between Washington Prime Group Inc., an Indiana corporation (the “Corporation”) and [ ] (“Indemnitee”).
TERM LOAN AGREEMENTTerm Loan Agreement • June 5th, 2015 • WP Glimcher Inc. • Real estate investment trusts • New York
This Term Loan Agreement, dated as of June 4, 2015 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of this Agreement or an Assignment and Acceptance, BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR ITS AFFILIATES, as joint lead arranger and joint bookrunner, the other financial institutions listed on the cover page to this Agreement as “Joint Lead Arrangers”, as joint lead arrangers and joint bookrunners, the financial institutions listed on the cover page to this Agreement as “Co-Documentation Agents”, as Co-Documentation Agents, the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”, as Co-Syndica
WASHINGTON PRIME GROUP SERIES 2014 INDUCEMENT LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • June 27th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This Series 2014 LTIP Unit Inducement Award Agreement (“Agreement”) made as of June 25, 2014 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and Mark Ordan as the participant (the “Participant”).
PURCHASE, SALE AND ESCROW AGREEMENT AMONG WPG-OC LIMITED PARTNER, LLC, AS SELLER, WPG-OC GENERAL PARTNER, LLC, O’CONNOR MALL PARTNERS, L.P., AS PRIMARY PURCHASER, AND FIDELITY NATIONAL TITLE INSURANCE COMPANY, AS ESCROW AGENTPurchase and Sale Agreement • February 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Delaware
THIS PURCHASE, SALE AND ESCROW AGREEMENT (this “Agreement”), dated as of February 25, 2015 (the “Effective Date”), is made by and among WPG-OC Limited Partner, LLC, a Delaware limited liability company (the “Seller”), WPG-OC General Partner, LLC, a Delaware limited liability company (“WPG”) and O’CONNOR MALL PARTNERS, L.P., a Delaware limited partnership (“Primary Purchaser”), and constitutes (i) a purchase and sale agreement among Seller, WPG, Seller II (as hereinafter defined), WPG II (as hereinafter defined), Primary Purchaser, Parallel Purchaser (as hereinafter defined) and (ii) an escrow agreement among Seller, WPG, Seller II, WPG II, Primary Purchaser, Parallel Purchaser and FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof. Capitalized terms used but not defined in the text of this Agreement shall have the meanings specified in Article 17.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2015 • Washington Prime Group Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and C. MARC RICHARDS (“Executive”), executed on November , 2014 (the “Execution Date”).
WASHINGTON PRIME GROUP INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (Louis Conforti)Employee Restricted Stock Unit Award Agreement • August 2nd, 2019 • Washington Prime Group Inc. • Real estate investment trusts • Ohio
This Restricted Stock Unit Award Agreement (“Agreement”) made as of August 2, 2019 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).
AMENDMENT NO. 1 TO THE PURCHASE, SALE AND ESCROW AGREEMENTPurchase, Sale and Escrow Agreement • August 5th, 2015 • WP Glimcher Inc. • Real estate investment trusts
This AMENDMENT NO. 1 (this “Amendment”), dated as of May 29, 2015, to that certain Purchase, Sale and Escrow Agreement (the “Agreement”), dated as of February 25, 2015, by and among WPG-OC LIMITED PARTNER, LLC, a Delaware limited liability company (the “Seller”), WPG-OC GENERAL PARTNER, LLC, a Delaware limited liability company (“WPG”), O’CONNOR MALL PARTNERS, L.P., a Delaware limited partnership (“Primary Purchaser”), and FIDELITY NATIONAL TITLE INSURANCE COMPANY, as escrow agent (“Escrow Agent”), is made and entered into by Seller, WPG, Primary Purchaser and Escrow Agent. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Agreement.
364-DAY BRIDGE TERM LOAN AGREEMENT dated as of January 15, 2015 by and among WASHINGTON PRIME GROUP, L.P. THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS and CITIBANK, N.A., AS ADMINISTRATIVE AGENT and CITIGROUP GLOBAL MARKETS INC. AS LEAD...364-Day Bridge Term Loan Agreement • January 22nd, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Maryland
This 364-Day Bridge Term Loan Agreement, dated as of January 15, 2015 (as amended, restated, modified or supplemented from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the institutions from time to time a party hereto as Agents, whether by execution of this Agreement or an Assignment and Acceptance, and CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Lead Arranger,, the financial institutions listed on the cover page to this Agreement as “Joint Lead Arrangers”, as joint lead arrangers, the financial institutions listed on the cover page to this Agreement as “Joint Bookrunners”, as joint bookrunners, the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”, as co-syndication agents and the financial institutions listed on the cover page to this Agreem
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Maryland
This First Amendment to Purchase and Sale Agreement (this “Amendment”), is made and entered into effective as of this 15th day of January, 2015, by and between Washington Prime Group, L.P., an Indiana limited partnership (the “Seller”), and Simon Property Group, L.P., a Delaware limited partnership (the “Purchaser”).
AMENDMENT NO. 4 TO LIMITED PARTNERSHIP AGREEMENT OF WASHINGTON PRIME GROUP, L.P.Limited Partnership Agreement • February 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts • Indiana
This Amendment No. 4 is made effective as of January 14, 2015, by the General Partner and the Limited Partners of Washington Prime Group, L.P., an Indiana limited partnership (the “Partnership”).
PURCHASE, SALE AND ESCROW AGREEMENT AMONG WPG-OC NEW LIMITED PARTNER, LP, AS SELLER, WPG-OC GENERAL PARTNER, LLC, WPG-OC GENERAL PARTNER II, LLC, WPG-OC GENERAL PARTNER III, LLC O’CONNOR MALL PARTNERS, L.P., AS PRIMARY PURCHASER, AND FIDELITY NATIONAL...Purchase, Sale and Escrow Agreement • November 8th, 2016 • Washington Prime Group Inc. • Real estate investment trusts • Delaware
AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF WASHINGTON PRIME GROUP, L.P.Limited Partnership Agreement • February 26th, 2015 • Washington Prime Group Inc. • Real estate investment trusts
This Amendment No. 1 is made effective as of January 14, 2015, by the General Partner and the Limited Partners of Washington Prime Group, L.P., an Indiana limited partnership (the “Partnership”).
WASHINGTON PRIME GROUP NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 8th, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This Restricted Stock Unit Award Agreement (“Agreement”) made as of , 2014 (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and as the participant (the “Participant”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • October 17th, 2014 • Washington Prime Group Inc. • Real estate investment trusts • New York
This AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is made as of October 16, 2014, by and among WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership (the “Borrower”), the LENDERS listed on the signature pages hereof and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2015 • Washington Prime Group Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WASHINGTON PRIME GROUP INC. (d/b/a WP Glimcher), an Indiana corporation (the “Company”), and MARK S. ORDAN (the “Executive”), effective as of March 27, 2015 (the “Effective Date”).
