FIRST AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT
THIS FIRST
AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this
“Amendment”) made as of this 27th day of December,
2006, by and among RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership (“Borrower”),
RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate
investment trust (“Trust”), ROSSFORD DEVELOPMENT
LLC, a Delaware limited liability company
(“Rossford”), RAMCO ROSEVILLE PLAZA LLC, a
Michigan limited liability company (“Roseville”),
RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware
limited partnership (“Michigan Investment”), and
TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited
partnership (“Tel-Twelve LP”; the Trust, Rossford,
Roseville, Michigan Investment and Tel-Twelve LP are hereinafter
referred to collectively as the “Guarantors”), and
KEYBANK NATIONAL ASSOCIATION, as Agent (the
“Agent” for the Banks).
WHEREAS, Borrower,
Trust, Agent, and the Banks entered into that certain Unsecured
Master Loan Agreement dated as of December 13, 2005 (the
“Loan Agreement”);
WHEREAS, Borrower
has requested that an Unencumbered Borrowing Base Property be
conveyed to Tel-Twelve LP but that such Subsidiary not provide a
full payment guaranty of the Loans;
WHEREAS, the Agent
and the Banks have consented to such transaction, subject to the
execution and delivery of this Amendment.
NOW, THEREFORE,
for and in consideration of the sum of TEN and NO/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
do hereby covenant and agree as follows:
1.
Definitions . All terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Loan
Agreement.
2.
Transfer of Unencumbered Borrowing Base Properties; Limit on
Guaranty .
(a) The
Banks have approved the transfer of the Unencumbered Borrowing Base
Property commonly known as Tel Twelve Shopping Center to Tel Twelve
LP. In connection therewith, Tel-Twelve LP and Michigan Investment
(collectively, the “New Guarantors”) have executed a
Joinder Agreement with respect to the Guaranty and the Contribution
Agreement and have become Guarantors. Notwithstanding the terms of
the Guaranty and the Joinder Agreement, the liability of the New
Guarantors under the Guaranty with respect to the outstanding
principal amount of the “Indebtedness” (as defined in
the Guaranty) shall not exceed $32,916,685.62. The limit set forth
above is a limit only upon the amount recoverable from the New
Guarantors under the Guaranty with respect to the principal balance
of the Notes and amounts drawn on Letters of Credit that have not
been repaid, and such limitation does not affect the liability,
scope and duration of the obligations of the New
Guarantors
under the Guaranty, including, without limitation, the New
Guarantors’ obligations with respect to (i) interest
accrued under the Notes, (ii) any protective advances made
pursuant to any one or more of the Loan Documents, and
(iii) costs of collection and enforcement of the Guaranty.
Furthermore, the New Guarantors specifically acknowledge and agree
that any reduction in the obligations of the Borrower under the
Notes and the other Loan Documents, whether by payment, realization
by the Agent or the Banks upon any collateral for the Loans, from
any other Guarantor or otherwise, shall not reduce or otherwise
affect the amount recoverable from such New Guarantor hereunder
until either (1) such New Guarantor itself has paid and the
Agent and the Banks have received the full amount recoverable from
such New Guarantor as limited under the terms of this paragraph or
(2) all of the obligations guaranteed or undertaken by the
Guarantors have been fully and finally paid and performed in full
as contemplated by the Guaranty and the obligation of the Banks to
make additional Loans or issue additional Letters of Credit has
terminated. Notwithstanding anything herein to the contrary, the
limit set forth in this Paragraph 2(a) shall terminate in the event
that the New Guarantors have not been released as Guarantors as
provided in the Loan Agreement on or before April 30,
2007.
(b) The
Unencumbered Property Borrowing Base Value which is applicable to
the Unencumbered Borrowing Base Property owned by Tel-Twelve LP
shall not exceed the lesser of (a) the sum of the principal
amount to which recovery from the New Guarantors is limited as
provided in Paragraph 2(a) above and under Paragraph 2(a) of that
certain Second Amendment to Unsecured Term Loan Agreement dated of
even date herewith among Borrower, Guarantors and KeyBank National
Association, as Agent, and (b) the Unencumbered Property
Borrowing Base Value otherwise determined in accordance with the
Loan Agreement.
3. No
Indebtedness . Notwithstanding the terms of Section 8.1 of
the Loan Agreement, the New Guarantors shall not be permitted to
have any Indebtedness other than Indebtedness of the type described
in Section 8.1(a), (b) and (c), and a Guaranty of the
Indebtedness under that certain Unsecured Term Loan Agreement dated
as of December 21, 2005, with KeyBank National Association as
Agent, as amended, provided that the principal amount of
indebtedness guaranteed thereunder shall not exceed $2,975,668.38
unless the provisions of Paragraph 2(a) above limiting recovery
against the New Guarantors are no longer in effect.
4.
References to Loan Agreement . All references in the Loan
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