§18.4.
Participations
111
§18.5.
Pledge by Bank
111
§18.6.
No Assignment by Borrower or the Trust
112
§18.7.
Disclosure
112
§18.8.
Amendments to Loan Documents
112
§18.9.
Mandatory Assignment
112
§18.10.
Titled Agents
113
§19.
NOTICES
113
§20.
RELATIONSHIP
114
§21.
GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE
114
§22.
HEADINGS
115
§23.
COUNTERPARTS
115
§24.
ENTIRE AGREEMENT, ETC
115
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
115
§26.
DEALINGS WITH THE BORROWER OR THE GUARANTORS
116
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC
116
-vi-
TABLE OF CONTENTS
Page
§28.
SEVERABILITY
117
§29.
TIME OF THE ESSENCE
117
§30.
NO UNWRITTEN AGREEMENTS
117
§31.
REPLACEMENT OF NOTES
117
§32.
TRUST EXCULPATION
117
§33.
PATRIOT ACT
118
-vii-
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF REVOLVING CREDIT NOTE
EXHIBIT B
FORM OF TERM LOAN NOTE
EXHIBIT C
FORM OF SWING LINE NOTE
EXHIBIT D
FORM OF JOINDER AGREEMENT
EXHIBIT E
FORM OF LOAN REQUEST
EXHIBIT F
FORM OF SWING LINE LOAN NOTICE
EXHIBIT G
LETTER OF CREDIT APPLICATION
EXHIBIT H
[RESERVED]
EXHIBIT I
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT J
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1.1
BANKS AND COMMITMENTS
SCHEDULE 1.2
EXISTING HEDGE AGREEMENTS
SCHEDULE 2.9
EXISTING LETTERS OF CREDIT
SCHEDULE 5.3
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
SCHEDULE 6.5
MARKETED PROPERTIES
SCHEDULE 6.7
LITIGATION
SCHEDULE 6.10
TAX MATTERS
SCHEDULE 6.15
AFFILIATE TRANSACTIONS
SCHEDULE 6.18
ENVIRONMENTAL MATTERS
SCHEDULE 6.19
SUBSIDIARIES OF THE BORROWER AND GUARANTOR
SCHEDULE 6.21
MANAGEMENT AGREEMENTS; OPTIONS
SCHEDULE 6.29
PROPERTY OF GUARANTOR
SCHEDULE 6.31
INITIAL MORTGAGED PROPERTIES
SCHEDULE 7.23
REMEDIATION
SCHEDULE 8.10
EXISTING DEVELOPMENT PROJECTS
AMENDED AND RESTATED
SECURED MASTER LOAN AGREEMENT
This AMENDED AND RESTATED SECURED MASTER LOAN AGREEMENT is made as of the 11th
day of December, 2009 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the
"Borrower"), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST
(the "Trust"), a Maryland real estate investment trust, KEYBANK NATIONAL
ASSOCIATION, a national banking association ("KeyBank"), and the other lending
institutions that are a party hereto, 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, the Borrower, the Trust, Agent and the Banks are parties to that
certain Unsecured Master Credit Agreement dated as of December 13, 2005, as
amended by a First Amendment to Unsecured Master Credit Agreement dated as of
December 27, 2006, a Second Amendment to Unsecured Master Credit Agreement dated
as of April 30, 2007, and a Third Amendment to Unsecured Master Credit Agreement
dated as of November 13, 2007 (the "Prior Credit Agreement"); and
WHEREAS, the Borrower has requested that the Banks extend the maturity date
under the Prior Credit Agreement and make certain other modifications; and
WHEREAS, the Borrower, the Guarantor, the Agent and the Banks desire to amend
and restate the Prior 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