Exhibit 10.1
THIRD AMENDED AND RESTATED
UNSECURED MASTER LOAN AGREEMENT
DATED AS OF JULY 19, 2012
among
RAMCO-GERSHENSON PROPERTIES, L.P.,
as Borrower,
RAMCO-GERSHENSON PROPERTIES TRUST,
as a Guarantor,
KEYBANK NATIONAL ASSOCIATION,
as a Bank,
THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT,
THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
as Agent,
KEYBANC CAPITAL MARKETS,
as Sole Lead Manager and Arranger,
JPMORGAN CHASE BANK, N.A.
and
BANK OF AMERICA, N.A.
as Co-Syndication Agents,
and
DEUTSCHE BANK SECURITIES INC.,
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
THIRD AMENDED AND RESTATED
UNSECURED MASTER LOAN AGREEMENT
This THIRD AMENDED AND RESTATED UNSECURED MASTER LOAN AGREEMENT is made as of
the 19th day of July, 2012 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 Second Amended and Restated Unsecured Master Credit Agreement dated as
of April 29, 2011 (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, 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 interest, 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