EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2019 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and JOSHUA P. LINDIMORE (the “Executive”), on August 6, 2018, effective as of August 3, 2018 (the “Effective Date”).
SERIES 2015B LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • May 6th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Series 2015B LTIP Unit Award Agreement (“Agreement”) made as of February 25, 2016 (the “Award Date”) among WP Glimcher 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 Thomas J. Drought as the participant (the “Participant”).
WASHINGTON PRIME GROUP INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employee with Employment Agreement)Restricted Stock Unit Award Agreement • July 25th, 2019 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Restricted Stock Unit Award Agreement (“Agreement”) made as of ___________, 20___ (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”).
SECOND AMENDMENT TO PURCHASE, SALE AND ESCROW AGREEMENTPurchase, Sale and Escrow Agreement • July 27th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts • Delaware
THIS SECOND AMENDMENT TO PURCHASE, SALE AND ESCROW AGREEMENT (this “Amendment”), dated as of April 26, 2017 is made by and among WPG-OC NEW LIMITED PARTNER, LP, a Delaware limited partnership (the “Seller”), WPG-OC GENERAL PARTNER, LLC, a Delaware limited liability company (“WPG”), WPG-OC General Partner II, LLC, a Delaware limited liability company (“General Partner II”), WPG-OC General Partner III, LLC, a Delaware limited liability company (“General Partner III”), WPG MANAGEMENT ASSOCIATES, INC., an Indiana corporation (“WPG II”), WPG-OC LIMITED PARTNER II, LLC, a Delaware limited partnership (“Seller II”), O’CONNOR MALL PARTNERS, L.P., a Delaware limited partnership (“Primary Purchaser”), and O’CONNOR MALL PARALLEL PARTNERS, L.P., a Delaware limited partnership (“Parallel Purchaser”) and FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof.
SERIES 2015B LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • May 6th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Series 2015B LTIP Unit Award Agreement (“Agreement”) made as of February 25, 2016 (the “Award Date”) among WP Glimcher 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 E. Yale as the participant (the “Participant”).
EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENT (For Employee with Employment Agreement)Employee Performance Stock Unit Award Agreement • July 25th, 2019 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Performance Stock Unit Award Agreement (“Agreement”) made as of _____________, 20___ (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”).
THIRD AMENDMENT TO PURCHASE, SALE AND ESCROW AGREEMENTPurchase, Sale and Escrow Agreement • July 27th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts
THIS THIRD AMENDMENT TO PURCHASE, SALE AND ESCROW AGREEMENT (this “Amendment”), dated as of May __, 2017 is made by and among WPG-OC NEW LIMITED PARTNER, LP, a Delaware limited partnership (the “Seller”), WPG-OC GENERAL PARTNER, LLC, a Delaware limited liability company (“WPG”), WPG-OC General Partner II, LLC, a Delaware limited liability company (“General Partner II”), WPG-OC General Partner III, LLC, a Delaware limited liability company (“General Partner III”), WPG MANAGEMENT ASSOCIATES, INC., an Indiana corporation (“WPG II”), WPG-OC LIMITED PARTNER II, LLC, a Delaware limited liability company (“Seller II”), O’CONNOR MALL PARTNERS, L.P., a Delaware limited partnership (“Primary Purchaser”), and O’CONNOR MALL PARALLEL PARTNERS, L.P., a Delaware limited partnership (“Parallel Purchaser”) and FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof.
SENIOR SECURED TERM LOAN AGREEMENT dated as of June 8, 2016 BY AND AMONG WASHINGTON PRIME GROUP, L.P., and WTM GLIMCHER, LLC, and THE HUNTINGTON NATIONAL BANK, AS ADMINISTRATIVE AGENT, andSenior Secured Term Loan Agreement • August 4th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This Senior Secured Term Loan Agreement, dated as of June 8, 2016 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., a limited partnership organized under the laws of the state of Indiana, (the "Operating Partnership"), WTM GLIMCHER, LLC, a limited liability company organized under the laws of the State of Delaware (the "Mall Owner") (together, and jointly and severally, the Operating Partnership and the Mall Owner, the "Borrowers"), THE HUNTINGTON NATIONAL BANK, a national banking association, not individually, but as "Administrative Agent", and the several banks, financial institutions and other 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, the other financial institutions listed on the cover
WASHINGTON PRIME GROUP INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTNon-Employee Director Restricted Stock Unit Award Agreement • August 10th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Restricted Stock Unit Award Agreement (“Agreement”) made as of <DATE> (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”).
FORBEARANCE AGREEMENTForbearance Agreement • March 16th, 2021 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This FORBEARANCE AGREEMENT, dated as of March 16, 2021 (this “Agreement”), is by and among Washington Prime Group, L.P., an Indiana limited partnership (the “Borrower”), the Guarantors party hereto and the Lenders party hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Credit Agreement.
SERIES 2015B LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • May 6th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Series 2015B LTIP Unit Award Agreement (“Agreement”) made as of February 25, 2016 (the “Award Date”) among WP Glimcher 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 S. Ordan as the participant (the “Participant”).
THIRD AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENTSenior Secured Term Loan Agreement • August 18th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This Senior Secured Term Loan Agreement, dated as of June 8, 2016 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., a limited partnership organized under the laws of the state of Indiana, (the “Operating Partnership”), WTM STOCKTON, LLC, a limited liability company organized under the laws of the State of Delaware (the “Mall Owner”) (together, and jointly and severally, the Operating Partnership and the Mall Owner, the “Borrowers”), THE HUNTINGTON NATIONAL BANK, a national banking association, not individually, but as “Administrative Agent” and “Lead Arranger”, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2015 • Washington Prime Group, L.P. • Real estate investment trusts
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Robert P. Demchak (“Executive”), executed on October 12, 2015, effective as of October 12, 2015.
SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • November 4th, 2015 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
THIS SEVERANCE BENEFITS AGREEMENT (“Agreement”) is made and entered into as of November 2, 2015 (“Effective Time”), by and between WP Glimcher Inc. (“WPG”) and Gregory Gorospe (the “Executive”).
FORBEARANCE AGREEMENTForbearance Agreement • March 16th, 2021 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This FORBEARANCE AGREEMENT, dated as of March 16, 2021 (this “Agreement”), is by and among Washington Prime Group, L.P., an Indiana limited partnership (the “Borrower”), the Guarantors party hereto and the Lenders party hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Credit Agreement.
FIRST AMENDMENT TO WP GLIMCHER INC. TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • August 4th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts
This First Amendment (this “Amendment”) dated June 20, 2016 to the Transition and Consulting Agreement (the “Agreement”) by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Mark Ordan (“Ordan”) dated May 31, 2015 is hereby adopted by Ordan and the Company pursuant to Section 16 of the Agreement as follows:
WASHINGTON PRIME GROUP INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 25th, 2019 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Restricted Stock Unit Award Agreement (“Agreement”) made as of__________, 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”).
WASHINGTON PRIME GROUP INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employee with Employment Agreement)Restricted Stock Unit Award Agreement • April 27th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Restricted Stock Unit Award Agreement (“Agreement”) made as of __________, 2017 (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”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Mark E. Yale (“Executive”), executed on March 21, 2016, effective as of March 18, 2016.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Michael P. Glimcher (“Executive”), executed on _______________, 2016, effective as of March 18, 2016.
FORBEARANCE AGREEMENTForbearance Agreement • March 16th, 2021 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This FORBEARANCE AGREEMENT, dated as of March 16, 2021 (this “Agreement”), is by and among Washington Prime Group, L.P., an Indiana limited partnership (the “Operating Partnership”), WTM Stockton, LLC, a Delaware limited liability company (the “Mall Owner” and together with the Operating Partnership, the “Borrowers” and individually, each a “Borrower”) and the Lenders party hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Credit Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2015 • Washington Prime Group, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Michael P. Glimcher (“Executive”), executed on November 2, 2015, effective as of January 1, 2016.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • June 14th, 2021 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This SUPERPRIORITY DEBTOR-IN-POSSESSION DELAYED DRAW TERM LOAN AGREEMENT, dated as of [__], 2021 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership, (the “Borrower”), WASHINGTON PRIME GROUP INC., an Indiana corporation, (the “Company”), the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, and GLAS USA LLC, as administrative agent, and GLAS AMERICAS LLC as collateral agent (in their capacities as administrative agent and collateral agent, and each successor agent appointed pursuant to the terms of Article XII of this Agreement, collectively, the “Administrative Agent”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between Washington Prime Group Inc., an Indiana corporation (the “Company”), and Robert P. Demchak (“Executive”), effective as of February 21, 2017.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2015 • Washington Prime Group, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between WP Glimcher Inc., an Indiana corporation (the “Company”), and Robert P. Demchak (“Executive”), executed on August 25, 2015, effective August 1, 2015.
Underwriting AgreementUnderwriting Agreement • August 2nd, 2017 • Washington Prime Group, L.P. • Real estate investment trusts • New York
General Release and Amendment to Employment AgreementGeneral Release and Amendment to Employment Agreement • October 16th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts • Indiana
This General Release and Amendment to employment agreement (this “Release”) is made and entered into by and between Keric M. Knerr (“Knerr”) and Washington Prime Group Inc., an Indiana corporation (the “Company”), as of October 13, 2017. Reference is made to the Employment Agreement between Knerr and the Company dated as of January 31, 2017 (the “Employment Agreement”). Defined terms used herein but not defined herein shall have the meanings set forth thereto in the Employment Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • August 18th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This Amended and Restated Revolving Credit and Term Loan Agreement, dated as of January 22, 2018 (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<BOFA SECURITIES, INC.> OR ITS AFFILIATES, as joint lead arranger and sole bookrunner, 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 “Co-Documentation Agents”, as Co-Documentation Agents, the financial institutions listed on the cover page to this Agreemen
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 4th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Environmental Indemnity”) is made as of June 8, 2016 by WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership (“Operating Partnership”), WTM GLIMCHER LLC, a Delaware limited liability company (“Mall Owner” and collectively with Operating Partnership, the “Borrowers”) to and for the benefit of THE HUNTINGTON NATIONAL BANK, a national banking association, for itself as Administrative Agent (“Agent”) on behalf of and for the benefit of the Lenders (as such term is defined in the Loan Agreement), together with each of their respective successors and assigns.
EMPLOYEE PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • April 27th, 2017 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
This Performance Stock Unit Award Agreement (“Agreement”) made as of _________ ___, 2017 (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”).
PURCHASE AND SALE AGREEMENT Portions of Westminster Mall Westminster, CaliforniaPurchase and Sale Agreement • November 12th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 5th day of November, 2020 (the “Effective Date”), and is between WESTMINSTER MALL, LLC, a Delaware limited liability company (“Seller”) and TAYLOR MORRISON OF CALIFORNIA, LLC, a California limited liability company (“Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2018 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and LISA A. INDEST (the “Executive”), on August 6, 2018, effective as of August 3, 2018 (the “Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2019 • Washington Prime Group, L.P. • Real estate investment trusts
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and LISA A. INDEST (the “Executive”) dated as of February 12, 2019 and effective as of February 12, 2019.
COLLATERAL ASSIGNMENT OF MEMBERSHIP INTERESTS AGREEMENTCollateral Assignment of Membership Interests Agreement • August 4th, 2016 • Washington Prime Group, L.P. • Real estate investment trusts • New York
THIS COLLATERAL ASSIGNMENT OF MEMBERSHIP INTERESTS AGREEMENT (this “Assignment”), made this 8th day of June, 2016, by WEBERSTOWN MALL, LLC, a limited liability company organized under the laws of the State of Delaware (“Assignor”) to THE HUNTINGTON NATIONAL BANK, a national banking association (“Huntington”), as Agent for itself and other Lenders from time to time party to the “Loan Agreement” (as hereinafter defined) (Huntington, in its capacity as Agent, hereinafter referred to as “Agent”).
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • August 18th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • New York
This Term Loan Agreement, dated as of December 10, 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, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL MARKETS LLC 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 institution listed on the cover page to this Agreement as “Documentation Agent”, as Documentation Agent, and the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”, as Co-Syndication Agents.
