Ex104ThirdAmendmenttoUnsecuredTermLoanAgreement6262013 (1)




Exhibit 10.4
THIRD AMENDMENT TO UNSECURED TERM LOAN AGREEMENT




THIS THIRD AMENDMENT TO  UNSECURED TERM  LOAN AGREEMENT (the "Amendment") is made as of this 26th day of June, 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 Unsecured Term Loan Agreement dated as of September 30, 2011, as amended by that certain First Amendment to Unsecured Term Loan Agreement dated August 28, 2012 among Borrower, Guarantors, Agent and each of the Banks a party thereto, and as further amended by that certain Second Amendment to Unsecured Term Loan Agreement dated March 29, 2013 (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 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 last sentence of §7.19(a)(i) of the Loan Agreement and inserting in lieu thereof the following:


"If  such  Unencumbered  Borrowing Base Property  is  owned or leased by a Subsidiary Guarantor, such Subsidiary Guarantor shall not  be  a  borrower  or  guarantor  with  respect  to  any  Secured Indebtedness;"









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 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 term, 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.




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 Majority Banks.




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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/ NATHAN WEYER
	 
	 

	Name: Nathan Weyer
	 
	 

	Title: Vice President
	 
	 






(SEAL)
	
					
	THE HUNTINGTON NATIONAL BANK

	By: /s/ ARTHUR N. DEPOMPEI                                   
	 
	 

	Name:  Arthur N. DePompei
	 
	 

	Title:  Vice President
	 
	 






(SEAL)
	
					
	PNC BANK, NATIONAL ASSOCIATION

	By: /s/ DAVID C. DROUILLARD                                          
	 
	 

	Name:  David C. Drouillard
	 
	 

	Title:  Vice President
	 
	 




(SEAL)