Ex103AmendementtoMasterLoanAgreement (1)






Exhibit 10.3


FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED UNSECURED MASTER LOAN AGREEMENT


THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED UNSECURED MASTER LOAN AGREEMENT (the "Amendment")  made as of this 29th day of March, 2013, by and among RAMCO-GERSHENSON  PROPERTIES,  L.P., a Delaware limited partnership ("Borrower"),  RAMCO-GERSHENSON  PROPERTIES TRUST, a Maryland real estate investment trust ("Trust"), BEACON SQUARE DEVELOPMENT LLC, a  Michigan  limited liability company ("Beacon"),  RAMCO FOX RIVER  LLC, a Delaware limited  liability company  ("Fox"),  RAMCO LIBERTY SQUARE LLC, a  Delaware limited liability company ("Liberty"),  MERCHANTS 450 LLC, a Delaware limited liability company ("Merchant"), RAMCO GAINES LLC, a Michigan limited liability company (Gaines; Trust, Beacon,   Fox,   Liberty,  Merchant   and   Gaines  are  hereinafter   collectively   referred   to   as "Guarantors"), KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), and the other lending institutions from time to time parties to the Loan Agreement described below (together with KeyBank, the "Banks"),  and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Banks (the "Agent").


WITNESSETH:


WHEREAS, Borrower, Trust, Agent, and certain other Banks entered into that certain Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 (the "Loan Agreement");


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 agreed to make such modifications subject to the execution and delivery by Borrower and Guarantors of this Amendment.


NOW,  THEREFORE,  for  and  in  consideration  of  the  sum  of  TEN  and  N0/100 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 the terms used herein which are not otherwise  defined herein shall have the meanings set forth in the Loan Agreement.


2.          Modification  of the Loan Agreement.   Borrower, Agent and the Banks hereby modify   and  amend   the  Loan   Agreement   by   deleting  in  its   entirety   the   definition   of "Capitalization  Rate" appearing  in Section  1.1 of the Loan Agreement and  inserting  in lieu thereof the following:


"Capitalization Rate.  Seven and one-half percent (7.5%)."

















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






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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, 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.     Amendment   as   Loan   Document.    This   Amendment   shall   constitute  a  Loan Document.


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


11.       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.
















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12.       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, Agent and the Required  Banks.










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IN WITNESS WHEREOF, each of the undersigned have caused this Amendment to be executed under seal by its duly authorized representatives as of the date first set forth above.






                    


	
						
	BORROWER:
	 
	 
	 

	 
	 
	 
	 
	 
	 

	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/ GREGORY R. ANDREWS

	 
	Name: Gregory R. Andrews

	 
	Title: Chief Financial Officer




(SEAL)
                     
	
						
	GUARANTORS:
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust

	By: /s/ GREGORY R. ANDREWS

	Name: Gregory R. Andrews

	Title: Chief Financial Officer




(SEAL)


	
						
	RAMCO FOX RIVER LLC, a Delaware limited liability company

	By: /s/ GREGORY R. ANDREWS

	Name: Gregory R. Andrews

	Title: Chief Financial Officer






(SEAL)




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	RAMCO LIBERTY SQUARE LLC, a Delaware limited liability company

	By: /s/ GREGORY R. ANDREWS

	Name: Gregory R. Andrews

	Title: Chief Financial Officer






(SEAL)


	
	
	MERCHANTS 450 LLC, a Delaware limited liability company

	By: /s/ GREGORY R. ANDREWS

	Name: Gregory R. Andrews

	Title: Chief Financial Officer






(SEAL)


	
			
	BEACON SQUARE DEVELOPMENT LLC, a
Michigan limited liability company

	 
	 
	 

	By:
	Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Manager

	 
	By:
	Ramco-Gershenson Properties Trust,

	 
	 
	a Maryland real estate investment trust, its General Partner

	 
	 
	By: /s/ GREGORY R. ANDREWS

	 
	 
	Name: Gregory R. Andrews

	 
	 
	Title: Chief Financial Officer






(SEAL)
	
					
	RAMCO GAINES LLC, a
Michigan limited liability company

	 
	 
	 
	 
	 

	By:
	Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Manager

	 
	By:
	Ramco-Gershenson Properties Trust,

	 
	 
	a Maryland real estate investment trust, its General Partner

	 
	 
	By: /s/ GREGORY R. ANDREWS

	 
	 
	Name: Gregory R. Andrews

	 
	 
	Title: Chief Financial Officer




                            
(SEAL)


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	AGENTS AND BANKS

	 
	 
	 
	 
	 

	KEYBANK NATIONAL ASSOCIATION, individually and as Agent

	By: /s/ DANIEL L. SILBERT
	 
	 

	Name: Daniel L. Silbert
	 
	 

	Title: Sr. Vice President
	 
	 










	
					
	BANK OF AMERICA, N.A.

	By: /s/ MICHAEL W. EDWARDS
	 
	 

	Name:  Michael W. Edwards
	 
	 

	Title:  Sr. Vice President
	 
	 






	
					
	JPMORGAN CHASE BANK

	By: /s/ ELIZABETH JOHNSON
	 
	 

	Name:  Elizabeth Johnson
	 
	 

	Title:  Senior Credit Banker
	 
	 








	
					
	PNC BANK, NATIONAL ASSOCIATION

	By: /s/ DAVID C. DROUILLARD
	 
	 

	Name:  David C. Drouillard
	 
	 

	Title:  Vice President
	 
	 


















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	RBS CITIZENS, N.A.

	By: /s/ SAMUEL A. BLUSO
	 
	 

	Name:  Samuel A. Bluso
	 
	 

	Title:  Senior Vice President
	 
	 






	
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By: /s/ JAMES ROLISON
	 
	 

	Name:  James Rolison
	 
	 

	Title:  Managing Director
	 
	 

	 
	 
	 
	 
	 

	By: /s/ PERRY 
	 
	 

	Name:  Perry 
	 
	 

	Title:  Director
	 
	 






	
					
	CAPITAL ONE, N.A.

	By: /s/ ASHISH TANDON
	 
	 

	Name:  Ashish Tandon
	 
	 

	Title:  Vice President, REIT FInance Group






	
					
	THE HUNTINGTON NATIONAL BANK

	By: /s/ ARTHUR N. DEPOMPEI
	 
	 

	Name:  Arthur N. DePompei
	 
	 

	Title:  Vice President
	 
	 








	
					
	COMERICA BANK

	By: /s/ MICHAEL T. SHEA
	 
	 

	Name:  Michael T. Shea
	 
	 

	Title:  Vice President
	 
	 






	
					
	BRANCH BANKING AND TRUST COMPANY

	By: /s/ MARK A. EDWARS
	 
	 

	Name:  Mark A. Edwars
	 
	 

	Title:  Sr. Vice President
	 
	 






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