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.”
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.”
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.
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.
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”).
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,...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,
