§24.
ENTIRE AGREEMENT, ETC
98
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
98
§26.
DEALINGS WITH THE BORROWER OR THE GUARANTORS
99
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC
99
§28.
SEVERABILITY
100
§29.
TIME OF THE ESSENCE
100
§30.
NO UNWRITTEN AGREEMENTS
100
§31.
REPLACEMENT OF NOTES
100
§32.
TRUST EXCULPATION
100
§33.
PATRIOT ACT
101
-vi-
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
FORM OF REQUEST FOR EXTENSION OF LOANS
EXHIBIT I
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT J
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1.1
BANKS AND COMMITMENTS
SCHEDULE 2.9
EXISTING LETTERS OF CREDIT
SCHEDULE 6.5
MARKETED PROPERTIES
SCHEDULE 6.6
TRADEMARKS; TRADENAMES
SCHEDULE 6.7
LITIGATION
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 6.23
EXISTING DEFAULTS
SCHEDULE 6.29
PROPERTY OF GUARANTOR
SCHEDULE 6.31
INITIAL UNENCUMBERED BORROWING BASE PROPERTIES
SCHEDULE 8.9
EXISTING UNDEVELOPED LAND PROJECTS
-vii-
SECOND AMENDED AND RESTATED
UNSECURED MASTER LOAN AGREEMENT
This SECOND AMENDED AND RESTATED UNSECURED MASTER LOAN AGREEMENT is made as of
the 29th day of April, 2011 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 Amended and Restated Secured Master Credit Agreement dated as of
December 11, 2009, as amended by a First Amendment to Amended and Restated
Secured Master Credit Agreement dated as of October 26, 2010 (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 or hereafter made to or
for the benefit of the Borrower by the Banks, the parties hereto amend and
restate the Prior Credit Agreement in its entirety 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:
Affiliate.
An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by,