Exhibit 4.1


 





 



 


RETAIL PROPERTIES OF AMERICA, INC.,


 


as Issuer,


 


KITE REALTY GROUP, L.P.,


 


as Successor Company


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


4.00% SENIOR NOTES DUE 2025


4.750% SENIOR NOTES DUE 2030


 





 



 


FOURTH SUPPLEMENTAL INDENTURE


 


DATED AS OF OCTOBER 22, 2021


 


TO


 


INDENTURE


 


DATED AS OF MARCH 12, 2015


 


 



 





 



 






     


     


    

 


FOURTH SUPPLEMENTAL INDENTURE (this “Fourth
Supplemental Indenture”), dated as of October 22, 2021, by and among Kite Realty Group, L.P., a Delaware limited partnership
(the “Successor Company”), Retail Properties of America, Inc., a Maryland corporation (the “Issuer”),
and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer and the
Trustee have heretofore executed and delivered an Indenture, dated as of March 12, 2015 (the “Base Indenture”),
as supplemented by that certain First Supplemental Indenture, dated as of March 12, 2015 (the “First Supplemental Indenture”),
between the Issuer and the Trustee, relating to the Issuer’s 4.00% Senior Notes due 2025 (the “2025 Notes”),
that certain Second Supplemental Indenture, dated as of July 21, 2020 (the “Second Supplemental Indenture”), between
the Issuer and the Trustee, relating to the 2025 Notes, and that certain Third Supplemental Indenture, dated as of August 25, 2020
(the “Third Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, and as otherwise supplemented or modified from time to time, the “Indenture”),
between the Issuer and the Trustee, relating to the Issuer’s 4.750% Senior Notes due 2030 (the “2030 Notes” and
together with the 2025 Notes, the “Notes”);


 


WHEREAS, the Issuer is a party
to that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, a Maryland real estate
investment trust, KRG Oak, LLC, a Maryland limited liability company (“KRG Oak”), and the Issuer, pursuant to which,
on October 22, 2021, the Issuer merged with and into KRG Oak, with KRG Oak being the surviving entity (the “Merger”);


 


WHEREAS, immediately
following the Merger, on October 22, 2021, KRG Oak and the Successor Company effected a business combination transaction in
which KRG Oak merged with and into the Successor Company, with the Successor Company continuing as the successor entity within the
meaning of Article Eight of the Indenture;


 


WHEREAS, each party hereto
has duly authorized the execution and delivery of this Fourth Supplemental Indenture and has done all things necessary to make this Fourth
Supplemental Indenture a valid agreement in accordance with its terms; and


 


WHEREAS, pursuant to Section 9.01(1) of
the Indenture, the consent of Holders to the execution and delivery of this Fourth Supplemental Indenture is not required, and the Trustee
is authorized to execute and deliver this Fourth Supplemental Indenture.


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company and
the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.            Capitalized
terms. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 






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2.            Rights
and Duties of Successor Company. The Successor Company hereby succeeds the Issuer as the Company under the Indenture and as such
will have all of the rights and privileges, be subject to and hereby agrees to assume all of the obligations, duties, covenants and agreements,
of the Issuer under the Indenture and the Notes. All references to the “Company” in the Indenture shall be deemed to refer
to the Successor Company.


 


3.            Notices.
All notices and other communications to the Company under the Indenture shall be given as provided in the Indenture, at the address set
forth below:


 


Kite Realty Group, L.P.


c/o Kite Realty Group Trust


30 S. Meridian Street


Suite 1100


Indianapolis, IN 46204


Attention:


Heath R. Fear, Executive Vice President, Chief Executive Officer
and Secretary


Robert G. Solloway, Senior Vice President, Legal


 


4.            Parties.
Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders
and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Fourth Supplemental Indenture or the Indenture
or any provision herein or therein contained.


 


5.            Ratification
of Base Indenture. This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base
Indenture, and as supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture
and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event of a conflict between
the language of this Fourth Supplemental Indenture and the Base Indenture, the language of this Fourth Supplemental Indenture shall control.


 


6.            Effect
of headings. The Section headings
herein are for convenience only and shall not affect the construction hereof.


 





7.          Successors
and Assigns. All covenants and agreements in this Fourth Supplemental Indenture by the parties hereto shall bind their successors
and assigns, whether so expressed or not.


 


8.           Separability
Clause. In case any one or more of the provisions in this Fourth Supplemental Indenture shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
shall not in any way be affected or impaired thereby.


 


9.          Governing
Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






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10.            Counterparts.
This Fourth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise)
shall be deemed to be their original signatures for all purposes. All notices, approvals, consents, requests and any communications hereunder
must be in writing (provided that any communications sent to the Trustee hereunder must be in the form of a document that is signed manually
or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee
by the authorized representative)), in English. The Company agrees to assume all risks arising out of the use of using digital signatures
and electronic methods to submit communications to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized
instructions and the risk of interception and misuse by third parties.


 


11.            The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor
Company and the Issuer. The Successor Company and the Issuer hereby authorizes and directs the Trustee to execute and deliver this Fourth
Supplemental Indenture.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 


	 	KITE REALTY GROUP, L.P.,




	 	as the Successor Company




 


	 	By: Kite Realty Group Trust, its sole general partner




 


	 	By:	/s/ Heath R. Fear
	 	Name:	 Heath R. Fear
	 	Title:	Executive
Vice President, Chief Financial
Officer and Secretary




 


Signature Page to Fourth Supplemental
Indenture


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,




	 	solely in its capacities as Trustee and not in its individual capacity




 


	 	By:	/s/ Linda Garcia




	 	Name:	Linda Garcia
	 	Title:	Vice
President




 


Signature Page to Fourth Supplemental
Indenture