Agent and Lenders
115
Section 13.8.
Confidentiality
115
iv
TABLE OF CONTENTS
(continued)
Page
Section 13.9.
Indemnification
116
Section 13.10.
Termination; Survival
118
Section 13.11.
Severability of Provisions
118
Section 13.12.
GOVERNING LAW
118
Section 13.13.
Patriot Act
118
Section 13.14.
Counterparts
119
Section 13.15.
Obligations with Respect to Loan Parties
119
Section 13.16.
Limitation of Liability
119
Section 13.17.
Entire Agreement
119
Section 13.18.
Construction
119
Section 13.19.
Non-Recourse to Parent
119
Section 13.20.
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
120
v
SCHEDULE 2.4(a)
List of Existing Letters of Credit
SCHEDULE 4.1.
Unencumbered Pool Properties
SCHEDULE 7.1.(b)
Ownership Structure
SCHEDULE 7.1.(f)
Title to Properties; Liens
SCHEDULE 7.1.(g)
Indebtedness and Guaranties
SCHEDULE 7.1.(i)
Litigation
EXHIBIT A
Form of Assignment and Acceptance Agreement
EXHIBIT B-1
Form of Guaranty
EXHIBIT B-2
Form of Springing Guaranty
EXHIBIT C
Form of Notice of Borrowing
EXHIBIT D
Form of Notice of Continuation
EXHIBIT E
Form of Notice of Conversion
EXHIBIT F
Form of Notice of Swingline Borrowing
EXHIBIT G
Form of Swingline Note
EXHIBIT H
Form of Revolving Note
EXHIBIT I-1
Form of Term Loan A Note
EXHIBIT I-2
Form of Term Loan B Note
EXHIBIT J
Form of Compliance Certificate
EXHIBITS K
Forms of U.S. Tax Compliance Certificates
vi
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
July 28, 2016, by and among KITE REALTY GROUP, L.P., a limited partnership
formed under the laws of the State of Delaware (the "Borrower"), each of the
financial institutions initially a signatory hereto together with their
assignees pursuant to Section 13.5.(d), KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent (the "Administrative Agent"), BANK OF AMERICA, N.A. and
JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents with respect to the
Revolving Loan, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent
with respect to the Term Loan A, and REGIONS BANK, U.S. BANK NATIONAL
ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents with respect to the Term
Loan B (collectively, the "Co-Syndication Agents"), REGIONS BANK, SUNTRUST BANK,
U.S. BANK NATIONAL ASSOCIATION WELLS FARGO BANK, NATIONAL ASSOCIATION, PNC BANK,
NATIONAL ASSOCIATION and CAPITAL ONE, NATIONAL ASSOCIATION as Co-Documentation
Agents with respect to the Revolving Loan, JPMORGAN CHASE BANK, N.A., U.S. BANK
NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents with
respect to the Term Loan A, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A.,
WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as
Co-Documentation Agents with respect to the Term Loan B, and KEYBANC CAPITAL
MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and JPMORGAN
CHASE BANK, N.A., as Co-Lead Arrangers with respect to the Revolving Loan,
KEYBANC CAPITAL MARKETS INC. and WELLS FARGO SECURITIES, LLC, as Co-Lead
Arrangers with respect to the Term Loan A, and KEYBANC CAPITAL MARKETS INC.,
REGIONS CAPITAL MARKETS, U.S. BANK NATIONAL ASSOCIATION AND SUNTRUST ROBINSON
HUMPHREY, INC., as Co-Lead Arrangers with respect to the Term Loan B
(collectively the "Arrangers").
WHEREAS, the Borrower, the Administrative Agent and certain other lenders are
parties to