Item 1.01. Entry into a Material Definitive Agreement.

On August 13, 2020 (the "Amendment Effective Date"), Washington Prime Group, L.P. (the " Borrower"), the operating partnership of Washington Prime Group Inc. (the "Company"), entered into amendments with respect to three of its existing credit facilities:



  ? Amendment No. 1 to Amended and Restated Revolving Credit and Term Loan
    Agreement (the "Bank of America Amendment"), dated as of the Amendment
    Effective Date, among the Borrower, the lenders party thereto, and Bank of
    America, N.A., as Administrative Agent (in such capacity, "BOA") for the
    lenders thereunder, which amends that certain Amended and Restated Revolving
    Credit and Term Loan Agreement, dated as of January 22, 2018 (as amended by
    the Bank of America Amendment, the "Amended Bank of America Credit
    Agreement"), by and among the Borrower, the lenders party thereto from time to
    time and BOA;



  ? Amendment No. 2 to Term Loan Agreement (the "PNC Amendment"), dated as of the
    Amendment Effective Date, among the Borrower, the lenders party thereto, and
    PNC Bank, N.A., as Administrative Agent (in such capacity, "PNC") for the
    lenders thereunder, which amends that certain Term Loan Agreement, dated as of
    December 10, 2015 (as amended by that certain Amendment No. 1 to Term Loan
    Agreement, dated as of January 22, 2018, and the PNC Amendment, the "Amended
    PNC Credit Agreement" and together with the Amended Bank of America Credit
    Agreement, the "Partially Secured Amended Credit Agreements"), by and among
    the Borrower, the lenders party thereto from time to time and PNC; and



  ? Third Amendment to Senior Secured Term Loan Agreement (the "Huntington
    Amendment", together with the Bank of America Amendment and the PNC Amendment,
    collectively, the "Amendments" and each an "Amendment"), dated as of the
    Amendment Effective Date, among the Borrower, WTM Stockton, LLC (together with
    the Borrower, the "Huntington Facility Borrowers"), the lenders party thereto,
    and The Huntington National Bank, as Administrative Agent (in such capacity,
    "Huntington") for the lenders thereunder, which amends that certain Senior
    Secured Term Loan Agreement, dated as of June 8, 2016 (as amended as of the
    date hereof, the "Amended Huntington Credit Agreement" and together with the
    Partially Secured Amended Credit Agreements, the "Amended Credit Agreements"),
    by and among the Huntington Facility Borrowers, the lenders party thereto from
    time to time, and Huntington.

Each Amendment, among other things:



  ? waives compliance with certain total and unsecured leverage covenants for the
    fiscal quarter ending June 30, 2020, through and including the fiscal quarter
    ending September 30, 2020;



  ? permanently removes a minimum combined equity value covenant, and, for the
    fiscal quarters beginning June 30, 2020 and ending June 30, 2021 (or, subject
    to meeting certain financial metrics, an earlier date elected by the Borrower)
    (such period, the "Covenant Modification Period"), modifies certain financial
    covenants (including, with respect to the Partially Secured Amended Credit
    Agreements, new borrowing base-specific covenants to be complied with until
    the "Security Release Trigger" (as described below)); for purposes of the
    financial covenants, "Annual EBITDA" will be determined on a building
    annualized basis for the fiscal quarters ending December 31, 2020, March 31,
    2021 and June 30, 2021 and thereafter it will be determined on a last twelve
    month basis;



  ? adds new operating covenants to be in effect during the Covenant Modification
    Period, including a minimum liquidity covenant, which requires that the
    Borrower maintain $65 million of unrestricted cash and cash equivalents at all
    times, tested on a monthly basis;



  ? modifies certain other negative covenants during the Covenant Modification
    Period to limit certain non-ordinary course business transactions;

--------------------------------------------------------------------------------




  ? adds certain mandatory prepayment requirements in respect of certain
    transactions; and



  ? increases the LIBOR floor to 50 basis points and, with respect to the
    Partially Secured Amended Credit Agreements, permanently changed interest rate
    margins such that the all-in interest rate, depending on total leverage
    levels, will range from LIBOR plus 2.35% to 2.60%.

Under the Bank of America Amendment, as of the Amendment Effective Date, the use of proceeds of the revolving credit facility thereunder is limited to issuance of letters of credit.

In connection with the Bank of America Amendment and the PNC Amendment, certain subsidiaries of the Borrower and the Company entered into unsecured guarantees to guarantee the Borrower's obligations under the Partially Secured Amended Credit Agreements. In connection with all three Amendments, as collateral to secure a portion of the outstanding obligations of the Borrower under the Amended Credit Agreements, the Borrower, the Company and certain of its subsidiaries pledged and granted, or agreed to pledge and grant, new security interests and liens in and on, certain income-producing properties and, in respect of the Partially Secured Amended Credit Agreement, the equity interests in certain property-owning subsidiaries. The foregoing pledges, security interests and liens that secure the Partially Secured Amended Credit Agreements secure only a portion of the obligations thereunder and will temporarily remain in place until the Security Release Trigger, which, while more fully defined in the Partially Secured Credit Agreements, occurs upon the Borrower's compliance with certain financial covenants.

The Amended Credit Agreements contain customary events of default. If an event of default occurs and is continuing, then, among other things, the lenders under each facility may declare any outstanding obligations under the applicable Amended Credit Agreements to be immediately due and payable and exercise rights and remedies against the applicable collateral.

Except as amended by the Amendments, the remaining terms of each Amended Credit Agreement remain in full force and effect. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under Item 1.01 of this report is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



  10.1   Amendment No. 1, dated as of August 13, 2020, to the Amended and
       Restated Revolving Credit and Term Loan Agreement, by and
       among Washington Prime Group, L.P., the lenders party thereto, and Bank
       of America, N.A., as Administrative Agent for the lenders thereunder.

  10.2   Amendment No. 2, dated as of August 13, 2020, to the Term Loan
       Agreement, by and among Washington Prime Group, L.P., the lenders party
       thereto, and PNC Bank, N.A., as Administrative Agent for the lenders
       thereunder.

  10.3   Third Amendment, dated as of August 13, 2020, to the Senior Secured
       Term Loan Agreement, by and among Washington Prime Group, L.P., WTM
       Stockton, LLC, the lenders party thereto, and The Huntington National
       Bank, as Administrative Agent for the lenders thereunder.

  99.1   Press Release, dated August 17, 2020.

  104  Cover Page Interactive Data File (formatted as Inline XBRL and contained
       in Exhibit 101).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses