Exhibit 10.1

 

FIRST AMENDMENT TO
 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of the 12th day of March, 2015, by and among KITE REALTY GROUP, L.P., a Delaware limited partnership (“Borrower”), KITE REALTY GROUP TRUST, a real estate investment trust formed under the laws of the State of Maryland (“REIT”), the Subsidiaries executing below as Guarantors (the “Subsidiary Guarantors”; REIT and the Subsidiary Guarantors, collectively the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Agent”).

 

W I T N E S S E T H:

 

WHEREAS, Borrower, Agent, the Lenders and certain other parties entered into that certain Fourth Amended and Restated Credit Agreement dated as of July 1, 2014 (the “Credit Agreement”); and

 

WHEREAS, Borrower has requested that the Agent and the Lenders make certain modifications to the terms of the Credit Agreement; and

 

WHEREAS, the Agent and the Lenders have agreed to make such modifications subject to the execution and delivery by Borrower and Guarantors of this Amendment.

 

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

 

1.                                      Definitions.  All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

 

2.                                      Modification of the Credit Agreement.  Borrower, the Lenders and Agent do hereby modify and amend the Credit Agreement as follows:

 

(a)                                 By deleting in its entirety the definition of “Unsecured Debt Interest Expense”, appearing in Section 1.1. of the Credit Agreement, and inserting in lieu thereof the following:

 

“Unsecured Debt Interest Expense” means on any date of determination, the product of (a) actual incurred interest expense with respect to Unsecured Indebtedness of Parent, Borrower and their Subsidiaries for the period of two fiscal quarters most recently ended, multiplied by (b) 2, determined on a consolidated basis for such period.”

 

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(b)                                 By deleting in their entirety Sections 4.3.(b) and (c) of the Credit Agreement, and inserting in lieu thereof the following:

 

“(b)                           Upon receipt by the Administrative Agent of written notice from Borrower that Borrower or Parent has received an Investment Grade Rating from a Rating Agency (the “Investment Grade Rating Event”), and provided that no Default or Event of Default exists or would arise as a result thereof, Administrative Agent shall release any Subsidiary from the Guaranty upon receipt by Administrative Agent of a certificate from an officer of the Borrower certifying that such Subsidiary has not created, incurred, acquired, assumed, or suffered to exist and is not otherwise liable (whether as a borrower, co-borrower, guarantor or otherwise) with respect to any Unsecured Indebtedness (or simultaneously with the release hereunder will be released from liability with respect to such Unsecured Indebtedness).  Nothing in this Section 4.3. shall authorize the release of Parent from the Springing Guaranty.

 

(c)                                  Notwithstanding the foregoing, (i) if at any time prior to the occurrence of the Investment Grade Rating Event any Subsidiary of Borrower directly or indirectly owning any interest in a Borrowing Base Subsidiary shall have created, incurred, acquired, assumed, suffered to exist or is or becomes otherwise liable with respect to any Unsecured Indebtedness, whether as a borrower, co-borrower, guarantor, or otherwise, or (ii) commencing upon the occurrence of the Investment Grade Rating Event and continuing thereafter, any Subsidiary of Borrower shall create, incur, acquire, assume, suffer to exist or is or becomes otherwise liable with respect to any Unsecured Indebtedness, whether as a borrower, co-borrower, guarantor or otherwise, then in either case Borrower shall simultaneously cause such Subsidiary to become a Guarantor and to deliver to Agent an Accession Agreement and the other documents required by Section 4.2. to be delivered with respect to a new Guarantor.”

 

(c)                                  By inserting the following sentence to the end of Section 10.12. of the Credit Agreement:

 

“Nothing in this Section 10.12. or elsewhere in the Loan Documents shall prohibit the merger of KRG Magellan into Borrower, with Borrower being the surviving entity, or the transfer by KRG Magellan of all of its assets to Borrower and the subsequent dissolution of KRG Magellan.”

 

3.                                      References to Credit Agreement.  All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.

 

4.                                      Acknowledgment of Borrower and Guarantors.  Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Documents, as modified and amended herein,

 

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remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, as applicable, enforceable against Borrower and Guarantors in accordance with their respective terms (except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity), and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of Borrower’s or any Guarantor’s obligations under the Loan Documents.

 

5.                                      Representations and Warranties.  Borrower and Guarantors represent and warrant to Agent and the Lenders as follows:

 

(a)                                 Authorization.  The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or Guarantors is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or Guarantors, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or Guarantors or any of their respective properties or to which any of the Borrower or Guarantors is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or Guarantors.

 

(b)                                 Enforceability.  This Amendment is the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

 

(c)                                  Approvals.  The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and any disclosure filings with the SEC as may be required with respect to this Amendment.

 

(d)                                 Reaffirmation.  Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower and Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date.

 

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6.                                      No Default.  By execution hereof, the Borrower and Guarantors certify that as of the date of this Amendment and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

7.                                      Waiver of Claims.  Borrower and Guarantors acknowledge, represent and agree that none of such Persons has any defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever arising on or before the date hereof with respect to the Loan Documents, the administration or funding of the Loan or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender pursuant to or relating to the Loan Documents, and each of such Persons does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action arising on or before the date hereof, if any.

 

8.                                      Ratification.  Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Documents as modified and amended herein.  Guarantors hereby consent to the terms of this Amendment.  Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents.

 

9.                                      Effective Date.  This Amendment shall be deemed effective and in full force and effect as of the date hereof upon the execution and delivery of this Amendment by Borrower, Guarantors, Agent and all of the Lenders. The Borrower will pay the reasonable fees and expenses of Agent in connection with this Amendment in accordance with Section 13.2. of the Credit Agreement.

 

10.                               Amendment as Loan Document.  This Amendment shall constitute a Loan Document.

 

11.                               Counterparts.  This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

 

12.                               MISCELLANEOUS.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.

 

 

	
 
    	
BORROWER:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
KITE REALTY GROUP, L.P., a Delaware limited partnership
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite Realty Group Trust, its sole General   Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
Daniel R. Sink, Executive Vice President and Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
KITE REALTY GROUP TRUST
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
Title:
    	
Executive Vice President and Chief Financial   Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
KRG MAGELLAN, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite   Realty Group, L.P., its sole member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group Trust, its sole general   partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:  
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
Name:
    	
Daniel   R. Sink
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

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EACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED   ON SCHEDULE 1
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Kite   Realty Group, L.P., the sole member of each such Guarantor
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite   Realty Group Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:  
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
Name:
    	
Daniel   R. Sink
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
EACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED   ON SCHEDULE 2
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
KRG Magellan, LLC, the sole member of each   such Guarantor
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group Trust, its sole general   partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President and Chief Financial   Officer
    
							


 

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KRG FRISCO WESTSIDE, LLC (formerly known as Inland   Diversified Frisco Westside, L.L.C.)
    
	
 
    	
KRG GOLDSBORO MEMORIAL,   LLC (formerly known as Inland Diversified Goldsboro Memorial, L.L.C.)
    
	
 
    	
KRG AIKEN HITCHCOCK, LLC (formerly known as Inland   Diversified Aiken Hitchcock, L.L.C.)
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Bulwark, LLC, the   sole member of each such Guarantor
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Splendido Real   Estate, LLC, its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
KRG Magellan, LLC,   its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group, L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President and Chief Financial   Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
KRG TEMPLE TERRACE, LLC   (formerly known as Inland Diversified/Vlass Temple Terrace JV, L.L.C.)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
KRG Temple Terrace   Member, LLC, its manager
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
KRG Magellan, LLC,   its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
									


 

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KRG COURTHOUSE SHADOWS,   LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
KRG Courthouse   Shadows I, LLC, its sole member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By: 
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name: 
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title: 
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
CORNER ASSOCIATES, LP
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
KRG Corner   Associates, LLC, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President and Chief Financial   Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
KITE REALTY EDDY STREET   LAND, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
Kite Realty Holding,   LLC, its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By: 
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

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KITE REALTY NEW HILL   PLACE, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite Realty   Development, LLC, their sole member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty   Holding, LLC, its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
KRG PIPELINE POINTE, LP
    
	
 
    	
KRG SUNLAND II, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
KRG Texas, LLC,   their sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
KRG Capital, LLC, its   sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

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KRG MARKET STREET   VILLAGE, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
KRG Market Street   Village I, LLC, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
KRG SAN ANTONIO, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite San Antonio,   LLC, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
KRG EAGLE CREEK III, LLC
    
	
 
    	
KRG PANOLA II, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
KRG Capital, LLC,   their sole member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

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KRG CEDAR HILL PLAZA, LP
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
KRG CHP   Management, LLC, its sole general partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
KRG PLAZA GREEN, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite McCarty   State, LLC, its member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
By:
    	
Preston Commons,   LLP, its member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its managing partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
							


 

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KRG WOODRUFF GREENVILLE,   LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite McCarty   State, LLC, its member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
By:
    	
Kite Pen, LLC, its   member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
KRG COOL SPRINGS, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
KRG  Pembroke Pines, LLC, its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Kite Realty Group,   L.P., its sole member
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
Kite Realty Group   Trust, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel R. Sink
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

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KEYBANK NATIONAL   ASSOCIATION, as Administrative Agent, as a Lender and as Swingline Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Komperda
    
	
 
    	
Name:
    	
James Komperda
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WELLS FARGO BANK,   NATIONAL ASSOCIATION, As Co-Documentation Agent with respect to the Revolver Loan,   Syndication Agent with respect to the Term Loan and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Winita Lau
    
	
 
    	
Name:
    	
Winita Lau
    
	
 
    	
Title:
    	
Senior Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
As Syndication Agent with respect to the Revolving   Loan, Co-Documentation Agent with respect to the Term Loan, and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Anne Quenette Kruer
    
	
 
    	
Name:
    	
Anne Quenette Kruer
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
JPMORGAN CHASE BANK, N.A.,
    
	
 
    	
As Co-Documentation Agent with respect to the   Term Loan and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christian Lunt
    
	
 
    	
Name:
    	
Christian Lunt
    
	
 
    	
Title:
    	
Authorized Officer
    


 

[Signatures Continued on Next Page]

 

13











 

	
 
    	
RAYMOND JAMES BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James M. Armstrong
    
	
 
    	
Name:
    	
James M. Armstrong
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CITIBANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John C. Rowland
    
	
 
    	
Name:
    	
John C. Rowland
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
U.S. BANK NATIONAL ASSOCIATION,
    
	
 
    	
As Co-Documentation Agent with respect to the   Revolving Loan and Term Loan and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Renee Lewis
    
	
 
    	
Name:
    	
Renee Lewis
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
THE HUNTINGTON NATIONAL BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Cynthia ‘Sid’ Stech
    
	
 
    	
Name:
    	
Cynthia ‘Sid’ Stech
    
	
 
    	
Title:
    	
Assistant V.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
REGIONS BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kerri L. Raines
    
	
 
    	
Name:
    	
Kerri L. Raines
    
	
 
    	
Title:
    	
Vice President
    


 

[Signatures Continued on Next Page]

 

14











 

	
 
    	
SUNTRUST BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Kauffman
    
	
 
    	
Name:
    	
Michael Kauffman
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
FIFTH THIRD BANK, an Ohio banking corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael P. Perillo
    
	
 
    	
Name:
    	
Michael P. Perillo
    
	
 
    	
Title:
    	
Assistant Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BARCLAYS BANK PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christine Aharonian
    
	
 
    	
Name:
    	
Christine Aharonian
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CAPITAL ONE, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Ashish Tandon
    
	
 
    	
Name:
    	
Ashish Tandon
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PNC BANK, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Thomas S. Silnes, Jr.
    
	
 
    	
Name:
    	
Thomas S. Silnes, Jr.
    
	
 
    	
Title:
    	
Vice President
    


 

[Signatures Continued on Next Page]

 

15











 

	
 
    	
ASSOCIATED BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shawn S. Bullock
    
	
 
    	
Name:
    	
Shawn S. Bullock
    
	
 
    	
Title:
    	
Senior Vice President
    


 

16












 

SCHEDULE 1

 

	
 
    	
 
    	
Name of Subsidiary
    	
 
    	
State of Formation
    
	
1.
    	
 
    	
82 &   Otty, LLC
    	
 
    	
Indiana
    
	
2.
    	
 
    	
Brentwood   Land Partners, LLC
    	
 
    	
Delaware
    
	
3.
    	
 
    	
Glendale   Centre, L.L.C.
    	
 
    	
Indiana
    
	
4.
    	
 
    	
Kite   Eagle Creek, LLC
    	
 
    	
Indiana
    
	
5.
    	
 
    	
Kite   Greyhound III, LLC
    	
 
    	
Indiana
    
	
6.
    	
 
    	
Kite   Greyhound, LLC
    	
 
    	
Indiana
    
	
7.
    	
 
    	
Kite   King’s Lake, LLC
    	
 
    	
Indiana
    
	
8.
    	
 
    	
Kite   Washington Parking, LLC
    	
 
    	
Indiana
    
	
9.
    	
 
    	
Kite   West 86th Street II, LLC
    	
 
    	
Indiana
    
	
10.
    	
 
    	
KRG   951 & 41, LLC
    	
 
    	
Indiana
    
	
11.
    	
 
    	
KRG   Bolton Plaza, LLC
    	
 
    	
Indiana
    
	
12.
    	
 
    	
KRG   Castleton Crossing, LLC
    	
 
    	
Indiana
    
	
13.
    	
 
    	
KRG   College I, LLC
    	
 
    	
Indiana
    
	
14.
    	
 
    	
KRG   College, LLC
    	
 
    	
Indiana
    
	
15.
    	
 
    	
KRG   Cool Creek Outlots, LLC
    	
 
    	
Indiana
    
	
16.
    	
 
    	
KRG   Cove Center, LLC
    	
 
    	
Indiana
    
	
17.
    	
 
    	
KRG   Eagle Creek IV, LLC
    	
 
    	
Indiana
    
	
18.
    	
 
    	
KRG   Eastwood, LLC
    	
 
    	
Indiana
    
	
19.
    	
 
    	
KRG   Eddy Street FS Hotel, LLC
    	
 
    	
Indiana
    
	
20.
    	
 
    	
KRG   Estero, LLC
    	
 
    	
Indiana
    
	
21.
    	
 
    	
KRG   Fox Lake Crossing, LLC
    	
 
    	
Delaware
    
	
22.
    	
 
    	
KRG   Gainesville, LLC
    	
 
    	
Indiana
    
	
23.
    	
 
    	
KRG   ISS LH OUTLOT, LLC
    	
 
    	
Indiana
    
	
24.
    	
 
    	
KRG   Lithia, LLC
    	
 
    	
Indiana
    
	
25.
    	
 
    	
KRG   Oleander, LLC
    	
 
    	
Indiana
    
	
26.
    	
 
    	
KRG   Rivers Edge, LLC
    	
 
    	
Indiana
    
	
27.
    	
 
    	
KRG   Rivers Edge II, LLC
    	
 
    	
Indiana
    
	
28.
    	
 
    	
KRG   Vero, LLC
    	
 
    	
Indiana
    
	
29.
    	
 
    	
KRG   Waterford Lakes, LLC
    	
 
    	
Indiana
    
	
30.
    	
 
    	
Noblesville   Partners, LLC
    	
 
    	
Indiana
    
	
31.
    	
 
    	
KRG Portofino, LLC
    	
 
    	
Indiana
    
	
32.
    	
 
    	
KRG Beechwood, LLC
    	
 
    	
Indiana
    


 

SCHEDULE 1 — PAGE 1











 

	
 
    	
 
    	
Name of Subsidiary
    	
 
    	
State of Formation
    
	
33.
    	
 
    	
KRG Burnt Store, LLC
    	
 
    	
Indiana
    
	
34.
    	
 
    	
KRG Clay, LLC
    	
 
    	
Indiana
    
	
35.
    	
 
    	
KRG Lakewood, LLC
    	
 
    	
Indiana
    
	
36.
    	
 
    	
KRG Pembroke Pines, LLC
    	
 
    	
Indiana
    
	
37.
    	
 
    	
KRG Toringdon Market, LLC
    	
 
    	
Indiana
    
	
38.
    	
 
    	
KRG Hunter’s Creek, LLC
    	
 
    	
Indiana
    
	
39.
    	
 
    	
KRG Northdale, LLC
    	
 
    	
Indiana
    
	
40.
    	
 
    	
KRG Trussville I, LLC
    	
 
    	
Indiana
    
	
41.
    	
 
    	
KRG Trussville II, LLC
    	
 
    	
Indiana
    
	
42.
    	
 
    	
KRG Kingwood Commons, LLC
    	
 
    	
Indiana
    
	
43.
    	
 
    	
KRG Centre, LLC
    	
 
    	
Indiana
    
	
44.
    	
 
    	
KRG Four Corner Square, LLC
    	
 
    	
Indiana
    
	
45.
    	
 
    	
KRG Bridgewater, LLC
    	
 
    	
Indiana
    
	
46.
    	
 
    	
KRG Eastgate Pavilion, LLC
    	
 
    	
Indiana
    
	
47.
    	
 
    	
KRG New Hill Place, LLC
    	
 
    	
Indiana
    


 

SCHEDULE 1 — PAGE 2











 

SCHEDULE 2

 

	
 
    	
 
    	
Name of Subsidiary
    	
 
    	
State of Formation
    
	
1.
    	
 
    	
KRG Alcoa   Hamilton, LLC (formerly known as Inland Diversified Alcoa Hamilton, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2.
    	
 
    	
KRG Alcoa TN, LLC   (formerly known as Alcoa TN, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
3.
    	
 
    	
KRG Dallas   Wheatland, LLC (formerly known as Inland Diversified Dallas Wheatland,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
4.
    	
 
    	
KRG Draper   Crossing, LLC (formerly known as Inland Diversified Draper Crossing, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.
    	
 
    	
KRG Evans Mullins   Outlots, LLC (formerly known as Inland Diversified Evans Mullins Outlots,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
6.
    	
 
    	
KRG Lake City   Commons II, LLC(formerly known as Inland Diversified Lake City Commons II,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.
    	
 
    	
KRG Lake St. Louis   Hawk Ridge, LLC (formerly known as Inland Diversified Lake St. Louis Hawk   Ridge, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
8.
    	
 
    	
KRG Norman   University II, LLC (formerly known as Inland Diversified Norman University   II, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
9.
    	
 
    	
KRG Port St. Lucie   Square, LLC (formerly known as Inland Diversified Port St. Lucie Square,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
10.
    	
 
    	
KRG Port St. Lucie   Landing, LLC (formerly known as Inland Diversified Port St. Lucie Landing,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
11.
    	
 
    	
KRG Shops at Moore   II, LLC (formerly known as Inland Diversified Shops at Moore II, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
12.
    	
 
    	
KRG South Elgin   Commons, LLC (formerly known as Inland Diversified South Elgin Commons,   L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
13.
    	
 
    	
KRG St. Cloud 13th, LLC   (formerly known as Inland Diversified St. Cloud 13th, L.L.C.)
    	
 
    	
Delaware
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
14.
    	
 
    	
KRG Jacksonville   Deerwood Lake, LLC (formerly known as Inland Diversified Jacksonville   Deerwood Lake, L.L.C.)
    	
 
    	
Delaware
    


 

SCHEDULE 2 — PAGE 1