NO UNWRITTEN AGREEMENTS
67
§31.
REPLACEMENT OF NOTES
67
§32.
TRUST EXCULPATION
68
§33.
PATRIOT ACT
69
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EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF NOTE
EXHIBIT B
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT C
RESERVED
EXHIBIT D
FORM OF REQUEST FOR LOAN
SCHEDULE 1
BANKS AND COMMITMENTS
SCHEDULE 6.7
LITIGATION
SCHEDULE 6.15
AFFILIATE TRANSACTIONS
SCHEDULE 6.18
ENVIRONMENTAL MATTERS
SCHEDULE 6.20
SERVICE AGREEMENTS; MANAGEMENT AGREEMENTS
SCHEDULE 6.23
OTHER MATERIAL REAL PROPERTY AGREEMENTS
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BRIDGE LOAN AGREEMENT
This BRIDGE LOAN AGREEMENT is made as of the 29th day of December, 2010 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, RAMCO LIBERTY SQUARE LLC, a Delaware limited liability
company ("Liberty Square"), RAMCO FOX RIVER LLC, a Delaware limited liability
company ("Fox River"), 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, the Borrower has requested that the Banks provide a bridge loan
facility to Borrower; and
WHEREAS, the Agent and the Banks are willing to provide such facility to the
Borrower on the terms and conditions set forth herein;
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 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 Guarantor 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 vote ten percent (10%) or more of the stock, shares,
voting trust certificates, beneficial interests, partnership interests, member
interests or other interests having voting power for the election of directors
of such Person or otherwise to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise, or (b) the ownership of (i) a general partnership
interest, (ii) a managing member's interest in a limited liability company or
(iii) a limited partnership interest or preferred stock (or other ownership
interest) representing ten percent (10%) or more of the outstanding limited
partnership interests, preferred stock or other ownership interests of such
Person.
Agent.
KeyBank National Association, acting as Administrative Agent for the