Titled Agent
81
§19.
NOTICES
81
§20.
RELATIONSHIP
82
§21.
GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE
82
§22.
HEADINGS
83
§23.
COUNTERPARTS
83
§24.
ENTIRE AGREEMENT, ETC
83
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
83
§26.
DEALINGS WITH THE BORROWER OR THE GUARANTORS
84
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC
84
§28.
SEVERABILITY
84
§29.
TIME OF THE ESSENCE
85
§30.
NO UNWRITTEN AGREEMENTS
85
v
TABLE OF CONTENTS
(continued)
Page
§31.
REPLACEMENT OF NOTES
85
§32.
TRUST EXCULPATION
85
§33.
PATRIOT ACT
86
§34.
DISCLAIMER BY AGENT AND BANKS
86
§35.
JOINT AND SEVERAL LIABILITY
87
§36.
RATIFICATION OF GUARANTY
87
vi
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF NOTE
EXHIBIT B
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT C
INTENTIONALLY OMITTED
EXHIBIT D
FORM OF REQUEST FOR LOAN
EXHIBIT E
FORM OF REQUEST FOR EXTENSION OF LOANS
EXHIBIT F
FORM OF JOINDER AGREEMENT
SCHEDULE 1
BANKS AND COMMITMENTS
SCHEDULE 6.7
LITIGATION
SCHEDULE 6.10
TAX STATUS
SCHEDULE 6.15
CERTAIN TRANSACTIONS
SCHEDULE 6.18
ENVIRONMENTAL MATTERS
SCHEDULE 6.20
SERVICE AGREEMENTS; MANAGEMENT AGREEMENTS
SCHEDULE 6.23
OTHER MATERIAL REAL PROPERTY AGREEMENTS
SCHEDULE 6.31
ORGANIZATIONAL AGREEMENTS
1
FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the
11th day of December, 2009 by and among RAMCO-GERSHENSON PROPERTIES, L.P.
("Borrower"), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST
(the "Trust"), a Maryland real estate investment trust, RAMCO VIRGINIA
PROPERTIES, L.L.C. ("Aquia"), a Michigan limited liability company, KEYBANK
NATIONAL ASSOCIATION, a national banking association ("KeyBank") and the other
lending institutions which may become parties hereto pursuant to §18 (the
"Banks"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent for the Banks (the "Agent").
RECITALS
WHEREAS, Borrower, Trust, Aquia, KeyBank, Agent and the other parties thereto
have entered into that certain Revolving Credit Agreement dated as of
December 16, 2008 (the "Original Credit Agreement"); and
WHEREAS, the parties desire to enter into this Agreement to amend and restate
the Original Credit Agreement in its entirety;
NOW, THEREFORE, in consideration of the terms and conditions herein, and of any
loans, advances, or extensions of credit heretofore, now or hereafter made to or
for the benefit of the Borrower by the Banks, the parties hereto hereby amend
and restate and covenant and agree as follows:
§1.
DEFINITIONS AND RULES OF INTERPRETATION.
§1.1
Definitions.
The following terms shall have the meanings set
forth in this §1 or elsewhere in the provisions of this Agreement referred to
below:
Acknowledgement.
The Acknowledgement executed by a Subsidiary Property Owner in
favor of the Agent, as the same may be modified, amended or restated.
Affiliate.
An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person.
For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means (a) the possession, directly or
indirectly, of the power to