exv10w3






Exhibit 10.3




THIRD AMENDMENT TO

UNSECURED MASTER LOAN AGREEMENT




     THIS THIRD AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT
(this “Amendment”) made as of this 13th day of November, 2007, by and among RAMCO-GERSHENSON
PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST, a
Maryland real estate investment trust (“Trust”), ROSSFORD DEVELOPMENT LLC, a Delaware limited
liability company (“Rossford”), RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company
(“Roseville”), RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership
(“Michigan Investment”), and TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership
(“Tel-Twelve LP”; the Trust, Rossford, Roseville, Michigan Investment and Tel-Twelve LP are
hereinafter referred to collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION
(“KeyBank”), the other lenders a party hereto (KeyBank and such other lenders, collectively, the
“Banks”), and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent” for the Banks).



WITNESSETH:




     WHEREAS, Borrower, Trust, Agent, and the Banks entered into that certain Unsecured Master
Loan Agreement dated as of December 13, 2005, as amended by that certain First Amendment to
Unsecured Master Loan Agreement dated as of December 27, 2006 and that certain Second Amendment to
Unsecured Master Loan Agreement dated as of April 30, 2007 (such agreement, as amended, the “Loan
Agreement”); and



     WHEREAS, Borrower and Guarantors have requested that the Agent and the Banks make certain
modifications to the Loan Agreement; and



     WHEREAS, the Agent and the Banks have consented to such modifications, subject to the
execution and delivery of this Amendment.



     NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby covenant and agree as follows:



     1. Definitions. All terms used herein which are not otherwise defined herein shall
have the meanings set forth in the Loan Agreement.



     2. Modification of Loan Agreement. The Agent, the Banks, the Borrower and the Trust
hereby amend the Loan Agreement as follows.



          (a) By deleting in its entirety the second (2nd) sentence of the definition of
“Consolidated Total Liabilities” appearing in §1.1 of the Loan Agreement, and inserting in lieu
thereof the following: “Consolidated Total Liabilities shall not include Trust Preferred Equity or
Subordinated Debt.”;




          (b) By deleting in its entirety clause (e) of the definition of Indebtedness appearing in
§1.1 of the Loan Agreement, and inserting in lieu thereof the following:





 









 









“(e) all subordinated debt, including, without
limitation, Subordinated Debt (but excluding Trust Preferred
Equity);”;



          (c) By
inserting the following sentence at the end of the definition of “Debt Service” appearing in §1.1 of the Loan Agreement:





“Any of the foregoing payable with respect to Subordinated Debt
shall be included in the calculation of Debt Service.”;



          (d) By inserting the following new paragraph in § 1.1 of the Loan Agreement:





     “Subordinated Debt. Any subordinated debt which is not
Trust Preferred Equity issued by the Trust or the Borrower (or a
subsidiary trust created to issue such subordinated debt) (a) which
has a minimum remaining term of not less than five (5) years, (b)
which is unsecured and which is not guaranteed by any other Person,
(c) which imposes no financial or negative covenants (or other
covenants, representations or defaults which have the same practical
effect thereof) on the Trust, the Borrower or their respective
Subsidiaries other than those approved by Agent, (d) pursuant to
which all claims and liabilities of the Trust, Borrower and their
respective Subsidiaries with respect to the principal and any
premium and interest thereon are subordinate to the payment of the
principal, letter of credit reimbursement obligations and any
premium and interest thereon of the Borrower, the Trust and their
respective Subsidiaries under this Agreement and other Indebtedness
which by its terms is not subordinate to or pari passu with such
Subordinate Debt on terms acceptable to the Agent, and as to which
subordination provisions the Agent and the Banks shall be third
party beneficiaries, and (e) which does not violate the terms of
§8.10.”;



          (e) By
deleting in its entirety §8.10 of the Loan Agreement, and inserting in lieu thereof the following:





“§8.10 Trust Preferred Equity and Subordinated Debt. The
Borrower and the Trust shall not permit the Trust Preferred Equity
and Subordinated Debt to exceed in the aggregate $150,000,000
(provided that to the extent any such Trust Preferred Equity and
Subordinated Debt exceeds such limit, such excess shall be
considered Indebtedness for the purposes of this Agreement). The
Borrower and the Trust will not make or permit any amendment or
modification to the indenture, note or other agreements evidencing
or governing any Trust Preferred Equity or Subordinated Debt without
Agent’s prior written approval, or directly or indirectly pay,
prepay, defease or in substance defease, purchase, redeem, retire
or otherwise acquire any Trust Preferred Equity or



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Subordinated Debt if any Event of Default has occurred and is
continuing.”;



          (f) By deleting the word “or” appearing at the end of §12.1(q) of the Loan Agreement, by
inserting the word “or” at the end of §12.1(r) of the Loan Agreement, and by inserting the
following paragraph as §12.1(s) of the Loan Agreement:





     “(s) The Borrower and the Guarantor and any of their
respective Subsidiaries shall fail to pay at maturity, or within
any applicable period of grace, any Subordinated Debt, or fail to
observe or perform any material term, covenant or agreement
contained in any agreement by which it is bound, evidencing or
securing any such Subordinated Debt for such period of time as
would permit (assuming the giving of appropriate notice if
required) the holder or holders thereof or of any obligations
issued thereunder to accelerate the maturity thereof or require a
redemption, retirement, prepayment, purchase or defeasance
thereof;”;



     3. References to Loan Agreement. All references in the Loan Documents to the
Loan Agreement shall be deemed a reference to the Loan Agreement as modified and amended
herein.



     4. Consent of Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Loan Agreement and
the Loan Documents as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and
agree that the Loan Documents (including without limitation the Guaranty) remain in full force
and effect and constitute the valid and legally binding obligation of Borrower and Guarantors,
respectively, enforceable against such Persons in accordance with their respective terms, and
that the Guaranty extends to and applies to the foregoing documents as modified and amended.



     5. Representations.
Borrower and Guarantors represent and warrant to Agent and the Banks as follows:



          (a) Authorization. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii)
have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not
and will not conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ,
injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with
or constitute a default (whether with the passage of time or the giving of notice, or both) under
any provision of the partnership agreement or certificate, certificate of formation, operating
agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage,
indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its
properties or to which any of such Persons is subject, and (v) do not and will not result in or
require the imposition of any lien or other encumbrance on any of the





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properties, assets or rights of such Persons, other than the liens and encumbrances created by the
Loan Documents.




          (b) Enforceability. The execution and delivery of this Amendment are valid and
legally binding obligations of Borrower and Guarantors enforceable in accordance with the
respective terms and provisions hereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights and the effect of general principles of equity.




          (c) Approvals. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby do not require the approval or consent of or approval of any
Person or the authorization, consent, approval of or any license or permit issued by, or any
filing or registration with, or the giving of any notice to, any court, department, board,
commission or other governmental agency or authority other than those already obtained.




          (d) Representations in Loan Documents. The representations and warranties made by the
Borrower and Guarantors and their Subsidiaries under the Loan Documents or otherwise made by or on
behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in connection
therewith or after the date thereof were true and correct in all material respects when made and
are true and correct in all material respects as of the date hereof (as modified and amended
herein), except to the extent of changes resulting from transactions contemplated or permitted by
the Loan Documents and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, except to the extent that such representations and
warranties relate expressly to an earlier date, and except as disclosed to the Agent and the Banks
in writing and approved by the Agent and the Majority Banks in writing.




     6. No Default. By execution hereof, the Borrower and Guarantors certify that the
Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents
after the execution and delivery of this Amendment, and that no Default or Event of Default has
occurred and is continuing.



     7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that
Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or
causes of action of any kind or nature whatsoever with respect to the Loan Documents, the
administration or funding of the Loans or with respect to any acts or omissions of Agent or any of
the Banks, or any past or present officers, agents or employees of Agent or any of the Banks, and
each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all
such defenses, setoffs, claims, counterclaims and causes of action, if any.



     8. Ratification. Except as hereinabove set forth or in any other document previously
executed or executed in connection herewith, all terms, covenants and provisions of the Loan
Agreement, the Notes and the Guaranty remain unaltered and in full force and effect, and the
parties hereto do hereby expressly ratify and confirm the Loan Agreement, the Notes and the
Guaranty as modified and amended herein. Nothing in this Amendment shall be deemed or construed to
constitute, and there has not otherwise occurred, a novation, cancellation,



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satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes
or the other obligations of Borrower and Guarantors under the Loan Documents (including without
limitation the Guaranty).




     9. Counterparts. This Amendment may be executed in any number of counterparts which
shall together constitute but one and the same agreement.



     10. Miscellaneous. This Amendment shall be construed and enforced in accordance with
the laws of the State of Michigan (excluding the laws applicable to conflicts or choice of law).
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in the Loan Documents.



     11. Effective Date. This Amendment shall be deemed effective and in full force and
effect as of the date hereof upon the execution and delivery of this Amendment by Borrower,
Guarantors, the Agent and the Required Banks.



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     IN WITNESS WHEREOF, the parties hereto have hereto set their hands as of the day and year
first above written.



	 	 	 	 	 
	 	BORROWER:



RAMCO-GERSHENSON PROPERTIES, L.P.,

a Delaware limited partnership, by its sole general

partner

 	 
	 	By:  	Ramco-Gershenson Properties Trust, a
Maryland real estate investment trust
 	 
	 	 	 
	 	By:  	                                                     /s/ Richard J. Smith
 	 
	 	 	Name: 	RICHARD J. SMITH 	 
	 	 	Title: 	CHIEF FINANCIAL OFFICER 	 
	 
	 	TRUST:



RAMCO-GERSHENSON PROPERTIES 

TRUST, a Maryland real estate investment trust 

 	 
	 	By:  	                                                     /s/ Richard J. Smith
 	 
	 	 	Name: 	RICHARD J. SMITH 	 
	 	 	Title: 	CHIEF FINANCIAL OFFICER 	 
	 
	 	ROSSFORD:



ROSSFORD DEVELOPMENT LLC, a Delaware

limited liability company 

 	 
	 	By:  	                                                     /s/ Richard J. Smith
 	 
	 	 	Name: 	RICHARD J. SMITH 	 
	 	 	Title: 	CHIEF FINANCIAL OFFICER 	 
	 



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	 	ROSEVILLE:



RAMCO ROSEVILLE PLAZA LLC, a Michigan 

limited liability company

 	 
	 	By:  	Ramco-Gershenson Properties, L.P., a 
Delaware limited partnership, its Sole
 Member
 	 
	 	 	 
	 	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 	 
	 
	 	TEL-TWELVE LP:



TEL-TWELVE LIMITED PARTNERSHIP, a

Delaware limited partnership

 	 
	 	By:  	Ramco General Partner LLC, a Delaware 
limited liability company, general partner
 	 
	 	 	 
	 	By:  	                                                     /s/ Richard J. Smith
 	 
	 	 	Name: 	RICHARD J. SMITH 	 
	 	 	Title: 	CHIEF FINANCIAL OFFICER 	 
	 



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	 	MICHIGAN INVESTMENT:



RAMCO MICHIGAN INVESTMENT 
LIMITED PARTNERSHIP, a Delaware limited
partnership

 	 
	 	By:  	Ramco General Partner LLC, a Delaware 
limited liability company, general partner
 	 
	 	 	 
	 	By:  	                                                     /s/ Richard J. Smith
 	 
	 	 	Name: 	RICHARD J. SMITH 	 
	 	 	Title: 	CHIEF FINANCIAL OFFICER 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

 	 
	 	By:  	/s/ Tayven Hike
 	 
	 	 	Name:  	TAYVEN HIKE, CFA 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Elizabeth D. Lilley
 	 
	 	 	Name:  	Elizabeth D. Lilley 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Michael W. Edwards
 	 
	 	 	Name:  	MICHAEL W. EDWARDS
 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ J. T. Johnston Coe
 	 
	 	 	Name:  	J. T. Johnston Coe
 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ LINDA WANG
 	 
	 	 	Name:  	LINDA WANG
 	 
	 	 	Title:  	DIRECTOR 	 
	 



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	 	LASALLE BANK MIDWEST NATIONAL

ASSOCIATION

 	 
	 	By:  	/s/ Michael W. Edwards
 	 
	 	 	Name:  	MICHAEL W. EDWARDS 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James A. Harmann
 	 
	 	 	Name:  	James A. Harmann 	 
	 	 	Title:  	Vice President 	 
	 
	 	COMMERZBANK AG NEW YORK AND

GRAND CAYMAN BRANCHES

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ John Lippmann
 	 
	 	 	Name: John Lippmann 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	 	 
	 	By:  	                              /s/ John Hayes
 	 
	 	 	Name:  	John Hayes 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Leslie A. Vogel
 	 
	 	 	Name:  	Leslie A. Vogel 	 
	 	 	Title:  	Vice President 	 
	 



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	 	THE HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Nicolas W. Peraino
 	 
	 	 	Name:  	Nicolas W. Peraino 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, A MICHIGAN

BANKING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	THE HUNTINGTON NATIONAL BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, A MICHIGAN

BANKING CORPORATION

 	 
	 	By:  	/s/ Timothy J. Kalil
 	 
	 	 	Name:  	Timothy J. Kalil 	 
	 	 	Title:  	Vice President 	 
	 




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