exv10w68



 







Exhibit 10.68




AMENDED AND RESTATED NOTE




			
	 	 	 
	$99,316,830.78
	 	September 9, 2005






     FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited
partnership, hereby promises to pay to KEYBANK NATIONAL ASSOCIATION or order, in accordance with
the terms of that certain Bridge Loan Agreement dated as of September 9, 2005 (the “Loan
Agreement”), as from time to time in effect, among the undersigned, Ramco-Gershenson Properties
Trust, KeyBank National Association, for itself and as Agent, and such other Banks as may be from
time to time named therein, to the extent not sooner paid, on or before the Maturity Date, the
principal sum of Ninety-Nine Million Three Hundred Sixteen Thousand Eight Hundred Thirty and 78/100
Dollars ($99,316,830.78), or such amount as may be advanced by the payee hereof under the Loan
Agreement with daily interest from the date hereof, computed as provided in the Loan Agreement, on
the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the
principal amount which shall at all times be equal to the rate of interest applicable to such
portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the
extent permitted by applicable law, on overdue installments of interest and late charges at the
rates provided in the Loan Agreement. Interest shall be payable on the dates specified in the Loan
Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Loan Agreement.



     Payments hereunder shall be made to KeyBank National Association, as Agent for the payee
hereof, at 127 Public Square, Cleveland, Ohio 44114-1306 or such other address as may be designated
by Agent.



     This Note is one of one or more Notes evidencing borrowings under and is entitled to the
benefits and subject to the provisions of the Loan Agreement. The principal of this Note may be
due and payable in whole or in part prior to the maturity date stated above and is subject to
mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement,
and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement.



     Notwithstanding anything in this Note to the contrary, all agreements between the undersigned
Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the
maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum
lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted
under applicable law; and if from any circumstance the Banks shall ever receive anything of value
deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any
excessive interest shall be applied to the reduction of the principal balance of the Obligations of
the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the
unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be
refunded to the undersigned Borrower. All interest paid or agreed to be paid to the Banks shall,
to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout
the full period until payment in full of the principal of the Obligations of the undersigned
Borrower (including the period of any renewal or extension thereof) so that the interest thereon
for such full period shall not exceed the maximum amount permitted by applicable law. This
paragraph shall control all agreements between the undersigned Borrower and the Banks and the
Agent.



 









 





     In case an Event of Default shall occur, the entire principal amount of this Note may become
or be declared due and payable in the manner and with the effect provided in said Loan Agreement.
In addition to and not in limitation of the foregoing and the provisions of the Loan Agreement
hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses,
incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.



     This Note shall be governed by and construed in accordance with the laws of the State of
Michigan (without giving effect to the conflict of laws rules of any jurisdiction).



     The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand,
notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of
acceleration of the indebtedness evidenced hereby and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this Note, except as specifically
otherwise provided in the Loan Agreement, and assent to extensions of time of payment or
forbearance or other indulgence without notice.



     This Note is issued in amendment and restatement of the Original Notes, as assigned to Agent
pursuant to the Assignment of Loan Documents.



     IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note
under seal as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	RAMCO-GERSHENSON PROPERTIES, L.P., 
a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Ramco-Gershenson Properties Trust, a
Maryland real estate investment trust, its
General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard J. Smith
Name: Richard J. Smith
Title: Chief Financial Officer







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