THIRD AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT
THIS THIRD
AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this
“Amendment”) made as of this 13th day of November,
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”),
KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the
other lenders a party hereto (KeyBank and such other lenders,
collectively, the “Banks”), 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 and that certain
Second Amendment to Unsecured Master Loan Agreement dated as of
April 30, 2007 (such agreement, as amended, the “Loan
Agreement”); and
WHEREAS, Borrower
and Guarantors have requested that the Agent and the Banks make
certain modifications to the Loan Agreement; and
WHEREAS, the Agent
and the Banks have consented to such modifications, 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, the Banks, the
Borrower and the Trust hereby amend the Loan Agreement as
follows.
(a) By
deleting in its entirety the second (2 nd )
sentence of the definition of “Consolidated Total
Liabilities” appearing in §1.1 of the Loan Agreement,
and inserting in lieu thereof the following: “Consolidated
Total Liabilities shall not include Trust Preferred Equity or
Subordinated Debt.”;
(b) By
deleting in its entirety clause (e) of the definition of
Indebtedness appearing in §1.1 of the Loan Agreement, and
inserting in lieu thereof the following:
“(e) all
subordinated debt, including, without limitation, Subordinated Debt
(but excluding Trust Preferred Equity);”;
(c) By
inserting the following sentence at the end of the definition of
“Debt Service” appearing in §1.1 of the Loan
Agreement:
“Any of
the foregoing payable with respect to Subordinated Debt shall be
included in the calculation of Debt Service.”;
(d) By
inserting the following new paragraph in § 1.1 of the Loan
Agreement:
“
Subordinated Debt . Any subordinated debt which is not Trust
Preferred Equity issued by the Trust or the Borrower (or a
subsidiary trust created to issue such subordinated debt)
(a) which has a minimum remaining term of not less than five
(5) years, (b) which is unsecured and which is not guaranteed
by any other Person, (c) which imposes no financial or
negative covenants (or other covenants, representations or defaults
which have the same practical effect thereof) on the Trust, the
Borrower or their respective Subsidiaries other than those approved
by Agent, (d) pursuant to which all claims and liabilities of
the Trust, Borrower and their respective Subsidiaries with respect
to the principal and any premium and interest thereon are
subordinate to the payment of the principal, letter of credit
reimbursement obligations and any premium and interest thereon of
the Borrower, the Trust and their respective Subsidiaries under
this Agreement and other Indebtedness which by its terms is not
subordinate to or pari passu with such Subordinate Debt on terms
acceptable to the Agent, and as to which subordination provisions
the Agent and the Banks shall be third party beneficiaries, and
(e) which does not violate the terms of
§8.10.”;
(e) By
deleting in its entirety §8.10 of the Loan Agreement, and
inserting in lieu thereof the following:
Ҥ8.10 Trust Preferred Equity and
Subordinated Debt . The Borrower and the Trust shall not permit the
Trust Preferred Equity and Subordinated Debt to exceed in the
aggregate $150,000,000 (provided that to the extent any such Trust
Preferred Equity and Subordinated Debt exceeds such limit, such
excess shall be considered Indebtedness for the purposes of this
Agreement). The Borrower and the Trust will not make or permit any
amendment or modification to the indenture, note or other
agreements evidencing or governing any Trust Preferred Equity or
Subordinated Debt without Agent’s prior written approval, or
directly or indirectly pay, prepay, defease or in substance
defease, purchase, redeem, retire or otherwise acquire any Trust
Preferred Equity or
2
Subordinated
Debt if any Event of Default has occurred and is
continuing.”;
(f) By
deleting the word “or” appearing at the end of
§12.1(q) of the Loan Agreement, by inserting the word
“or” at the end of §12.1(r) of the Loan Agreement,
and by inserting the following paragraph as §12.1(s) of the
Loan Agreement:
“(s) The
Borrower and the Guarantor and any of their respective Subsidiaries
shall fail to pay at maturity, or within any applicable period of
grace, any Subordinated Debt, or fail to observe or perform any
material term, covenant or agreement contained in any agreement by
which it is bound, evidencing or securing any such Subordinated
Debt for such period of time as would permit (assuming the giving
of appropriate notice if required) the holder or holders thereof or
of any obligations issued thereunder to accelerate the maturity
thereof or require a redemption, retirement, prepayment, purchase
or defeasance thereof;”;
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
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