AMENDED AND RESTATED
NOTE
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$99,316,830.78
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September 9, 2005
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FOR VALUE
RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, hereby promises to pay to KEYBANK
NATIONAL ASSOCIATION or order, in accordance with the terms of that
certain Bridge Loan Agreement dated as of September 9, 2005
(the “Loan Agreement”), as from time to time in effect,
among the undersigned, Ramco-Gershenson Properties Trust, KeyBank
National Association, for itself and as Agent, and such other Banks
as may be from time to time named therein, to the extent not sooner
paid, on or before the Maturity Date, the principal sum of
Ninety-Nine Million Three Hundred Sixteen Thousand Eight Hundred
Thirty and 78/100 Dollars ($99,316,830.78), or such amount as may
be advanced by the payee hereof under the Loan Agreement with daily
interest from the date hereof, computed as provided in the Loan
Agreement, on the principal amount hereof from time to time unpaid,
at a rate per annum on each portion of the principal amount which
shall at all times be equal to the rate of interest applicable to
such portion in accordance with the Loan Agreement, and with
interest on overdue principal and, to the extent permitted by
applicable law, on overdue installments of interest and late
charges at the rates provided in the Loan Agreement. Interest shall
be payable on the dates specified in the Loan Agreement, except
that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Loan Agreement.
Payments hereunder
shall be made to KeyBank National Association, as Agent for the
payee hereof, at 127 Public Square, Cleveland, Ohio 44114-1306 or
such other address as may be designated by Agent.
This Note is one
of one or more Notes evidencing borrowings under and is entitled to
the benefits and subject to the provisions of the Loan Agreement.
The principal of this Note may be due and payable in whole or in
part prior to the maturity date stated above and is subject to
mandatory prepayment in the amounts and under the circumstances set
forth in the Loan Agreement, and may be prepaid in whole or from
time to time in part, all as set forth in the Loan
Agreement.
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