FORM OF 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 [·]Tax Matters Agreement • April 21st, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [·], 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.”
FORM OF 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 [·], 2014Separation and Distribution Agreement • April 21st, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 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.
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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”).
FORM OF REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April , 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 • April 21st, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • New York
This Revolving Credit and Term Loan Agreement, dated as of April , 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,
FORM OF 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 , 2014 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 21st, 2014 • Washington Prime Group Inc. • Operators of nonresidential buildings • Indiana
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of , 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”).
