is recorded in
Accounts payable and accrued expenses in the accompanying March 31, 2012
consolidated balance sheet.
The Company paid the amount ordered in the Interim
Order in April 2012.
EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of
,
201
(the "Agreement") by and among
(the "Assignor"),
(the "Assignee"), and KEYBANK
NATIONAL ASSOCIATION, as Agent (the "Agent").
WHEREAS, the Assignor is a Lender under that certain Term Loan Agreement dated
as of April 30, 2012 (as amended, restated, supplemented or otherwise modified
from time to time, the "Term Loan Agreement"), by and among Kite Realty Group,
L.P. (the "Borrower"), the financial institutions party thereto and their
assignees under Section 13.5. thereof (the "Lenders"), the Agent, and the other
parties thereto;
WHEREAS, the Assignor desires to assign to the Assignee, among other things, all
or a portion of the Assignor's Commitment under the Term Loan Agreement, all on
the terms and conditions set forth herein; and
WHEREAS, the Agent consents to such assignment on the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1.
Assignment.
(a)
Subject to the terms and conditions of this Agreement and in
consideration of the payment to be made by the Assignee to the Assignor pursuant
to Section 2 of this Agreement, effective as of
, 201
(the "Assignment Date"), the Assignor hereby irrevocably sells, transfers and
assigns to the Assignee, without recourse, a $
interest
(such interest being the "Assigned Commitment") in and to the Assignor's
Commitment and all of the other rights and obligations of the Assignor under the
Term Loan Agreement, such Assignor's Term Loan Note and the other Loan Documents
(representing
% in respect of the aggregate amount of all Lenders'
Commitments), including without limitation, a principal amount of outstanding
Term Loans equal to $
and all voting rights of the Assignor
associated with the Assigned Commitment, all rights to receive interest on such
amount of Term Loans and all commitment and other Fees with respect to the
Assigned Commitment and other rights of the Assignor under the Term Loan
Agreement and the other Loan Documents with respect to the Assigned Commitment,
all as if the Assignee were an original Lender under and signatory to the Term
Loan Agreement having a Commitment equal to the amount of the Assigned
Commitment.
The Assignee, subject to the terms and conditions hereof, hereby
assumes all obligations of the Assignor with respect to the Assigned Commitment
as if the Assignee were an original Lender under and signatory to the Term Loan
Agreement having a Commitment equal to the Assigned Commitment and the
obligation to indemnify the Agent as provided therein (the foregoing enumerated
obligations, together with all other similar obligations more particularly set
forth in the Term Loan Agreement and the other Loan Documents, collectively, the
"Assigned Obligations").
The Assignor shall