§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
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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
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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