SECOND AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT
THIS SECOND
AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this
“Amendment”) made as of this 30th day of April, 2007,
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, as
amended by that certain First Amendment to Unsecured Master Loan
Agreement dated as of December 27, 2006 (the “First
Amendment”; such agreement, as amended, the “Loan
Agreement”); and
WHEREAS, pursuant
to the First Amendment, the limited liability of Tel-Twelve and
Michigan Investment shall terminate on April 30, 2007 if such
Guarantors have not been released as Guarantors as provided in the
Loan Agreement on or before April 30, 2007; and
WHEREAS, Borrower
and Guarantors have requested that the Agent and the Banks extend
such date; and
WHEREAS, the Agent
and the Banks have consented to such extension, 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.
Modification of Loan Agreement . The Agent on behalf of the
Banks and the Borrower hereby amend the First Amendment by deleting
the date “April 30, 2007” appearing in the last
sentence of Paragraph 2(a) of the First Amendment and inserting in
lieu thereof the date “January 10, 2008”.
3.
References to Loan Agreement . All references in the Loan
Documents to the Loan Agreement shall be deemed a reference to the
Loan Agreement as modified and amended herein.
4.
Consent of Guarantors . By execution of this Amendment,
Guarantors hereby expressly consent to the modifications and
amendments relating to the Loan Agreement and the Loan Documents as
set forth herein, and Borrower and Guarantors hereby acknowledge,
represent and agree that the Loan Documents (including without
limitation the Guaranty) remain in full force and effect and
constitute the valid and legally binding obligation of Borrower and
Guarantors, respectively, enforceable against such Persons in
accordance with their respective terms, and that the Guaranty
extends to and applies to the foregoing documents as modified and
amended.
5.
Representations . Borrower and Guarantors represent and
warrant to Agent and the Banks as follows:
(a)
Authorization . The execution, delivery and performance of
this Amendment and the transactions contemplated hereby
(i) are within the authority of Borrower and Guarantors,
(ii) have been duly authorized by all necessary proceedings on
the part of such Persons, (iii) do not and will not conflict
with or result in any breach or contravention of any provision of
law, statute, rule or regulation to which any of such Persons is
subject or any judgment, order, writ, injunction, license or permit
applicable to such Persons, (iv) do not and will not conflict
with or constitute a default (whether with the passage of time or
the giving of notice, or both) under any provision of the
partnership agreement or certificate, certificate of formation,
operating agreement, articles of incorporation or other charter
documents or bylaws of, or any mortgage, indenture, agreement,
contr
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