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:
Acknowledgment.
The Acknowledgment 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