exv10w2






Exhibit 10.2




SECOND AMENDMENT TO

UNSECURED MASTER LOAN AGREEMENT




     THIS SECOND AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this “Amendment”) made as of this
30th day of April, 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”), 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 (the “First Amendment”; such
agreement, as amended, the “Loan Agreement”); and



     WHEREAS, pursuant to the First Amendment, the limited liability of Tel-Twelve and Michigan
Investment shall terminate on April 30, 2007 if such Guarantors have not been released as
Guarantors as provided in the Loan Agreement on or before April 30, 2007; and



     WHEREAS, Borrower and Guarantors have requested that the Agent and the Banks extend such
date; and



     WHEREAS, the Agent and the Banks have consented to such extension, 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 on behalf of the Banks and the Borrower
hereby amend the First Amendment by deleting the date “April 30, 2007” appearing in the last
sentence of Paragraph 2(a) of the First Amendment and inserting in lieu thereof the date “January
10, 2008”.



     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 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





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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, 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 and the Agent. Agent has obtained the approval of the Required Banks of this Amendment.



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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 	 
	 



[SIGNATURES
CONTINUE ON NEXT PAGE]




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	 	AGENT:



KEYBANK NATIONAL ASSOCIATION, as

Agent

 	 
	 	By:  	/s/
Daniel L. Silbert
 	 
	 	 	Name:  	DANIEL L. SILBERT 	 
	 	 	Title:  	SR. BANKER 	 
	 




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