KITE REALTY GROUP TRUST : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial…

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Sixth Amended and Restated Credit Agreement

On July 29, 2022, Kite Realty Group Trust, a Maryland real estate investmenttrust ("Kite Realty"), and Kite Realty Group, L.P., a Delaware limitedpartnership and the operating partnership of Kite Realty (the "OperatingPartnership"), entered into the Second Amendment (the "Second Amendment") to theCredit Agreement (as defined below) with KeyBank National Association("KeyBank"), as administrative agent, and the lenders party thereto. The SecondAmendment amends that certain Sixth Amended and Restated Credit Agreement, datedas of July 8, 2021 (as amended by the First Amendment to the Sixth Amended andRestated Credit Agreement dated as of October 22, 2021, the "Existing CreditAgreement," and the Existing Credit Agreement as amended by the SecondAmendment, the "Amended Credit Agreement"), among the Operating Partnership (assuccessor by merger to Retail Properties of America, Inc. ("RPAI")), asborrower, KeyBank, as administrative agent, and the lenders from time to timeparty thereto.

The Second Amendment provides for, among other things, (i) an increase in therevolving commitments under the Existing Credit Agreement (the "RevolvingFacility") from $850 million to $1.1 billion, together with the replacement ofLIBOR with adjusted SOFR as the interest reference rate for loans under theRevolving Facility, (ii) a new senior unsecured term loan in an aggregateprincipal amount of $300 million (the "New Term Loan"), which New Term Loan (x)has a scheduled maturity date of July 29, 2029 and (y) accrues interest at arate per annum equal to adjusted SOFR plus a margin that ranges from 1.15% to2.20% depending on the Operating Partnership's credit rating, with the potentialto reduce the otherwise applicable interest rate margin by one basis point ifcertain greenhouse gas emission reduction targets are achieved, and (iii)certain other amendments set forth therein. A portion of the proceeds of the NewTerm Loan were applied to repay the Operating Partnership's existing $200million senior unsecured term loan that was scheduled to mature on November 22,2023.

Under the Amended Credit Agreement, the Operating Partnership has the option toincrease the Revolving Facility and/or incur additional terms loans by up to anadditional $600 million, for an aggregate committed amount of up to $2.0billion, subject to certain conditions, including obtaining commitments from anyone or more lenders, whether or not currently party to the Credit Agreement, toprovide such increased amounts.

The covenants contained in the Amended Credit Agreement are substantially thesame as under the Existing Credit Agreement, except that, among othermodifications, each of (x) the maximum leverage ratio of 60% and (y) the maximumratio of unsecured debt to the value of a pool of unencumbered properties of 60%were amended to allow such ratios to increase to 65% during the quarter in whicha material acquisition occurs and the three immediately following fiscalquarters (as opposed to the quarter in which a material acquisition occurs andone subsequent fiscal quarter as provided in the Existing Credit Agreement).

The forgoing summary does not purport to be complete and is qualified in itsentirety by reference to the full text of the Second Amendment, which is filedas Exhibit 10.1 hereto and is incorporated herein by reference.

Fourth Amendment to Term Loan Agreement

On July 29, 2022, Kite Realty and the Operating Partnership entered into theFourth Amendment (the "Fourth Amendment") to the Term Loan Agreement (as definedbelow) with KeyBank, as administrative agent, and the lenders party thereto. TheFourth Amendment amends that certain Term Loan Agreement, dated as of July 17,2019 (as amended by the First Amendment to Term Loan Agreement, dated as of May4, 2020, the Second Amendment to Term Loan Agreement, dated as of July 19, 2021,the Third Amendment to Term Loan Agreement, dated as of October 22, 2021 and theFourth Amendment, the "Amended Term Loan Agreement"), by and among the OperatingPartnership (as successor by merger to RPAI), as borrower, KeyBank, asadministrative agent, and the lenders from time to time party thereto, whichprovides for (i) a $120 million unsecured term loan with a scheduled maturitydate of July 17, 2024 and (ii) a $150 million unsecured term loan with ascheduled maturity date of July 17, 2026.

The Fourth Amendment provides for, among other things, (i) the replacement ofLIBOR with adjusted SOFR as the interest reference rate for all loans under theAmended Term Loan Agreement and (ii) certain other amendments and modificationsto conform to the terms of the Amended Credit Agreement.

The forgoing summary does not purport to be complete and is qualified in itsentirety by reference to the full text of the Fourth Amendment, which is filedas Exhibit 10.2 hereto and is incorporated herein by reference.

Certain of the lenders under the Credit Agreement and Term Loan Agreement ortheir affiliates have provided, and may in the future provide, certaincommercial banking, financial advisory, and investment banking services in theordinary course of business for Kite Realty, its subsidiaries and certain of itsaffiliates for which they receive customary fees and commissions.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the incurrence of the New Term Loan, the OperatingPartnership repaid in full its $200 million senior unsecured term loan that wasscheduled to mature on November 22, 2023 provided pursuant to that certain TermLoan Agreement, dated as of November 22, 2016, by and among the OperatingPartnership (as successor by merger to RPAI), Capital One, National Association,as administrative agent, and the lenders party thereto. In connection with suchtermination, the Springing Guaranty, dated as of October 22, 2021, by KiteRealty in favor of the lenders under such term loan facility was alsoterminated.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporatedherein by reference.

Exhibit No. Description

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibitshave been omitted. The registrants hereby agree to furnish a copy of any omittedschedule or exhibit to the Securities and Exchange Commission (the "SEC") uponrequest by the SEC.

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KITE REALTY GROUP TRUST : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial...