UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 10-Q
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
 
For the quarterly period ended September 30, 2015
 
Commission file number 1-10093
 
RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
 
MARYLAND
 
13-6908486
(State of other jurisdiction of incorporation or organization)
 
(I.R.S Employer Identification Numbers)
 
 
 
31500 Northwestern Highway, Suite 300
Farmington Hills, Michigan
 
48334
(Address of principal executive offices)
 
(Zip Code)
 
 
248-350-9900
 
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports).  And (2) has been subject to such filing requirements for the past 90 days.
 
Yes   x                        No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes   x                        No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
Accelerated filer  o
Non-accelerated filer  o
(Do not check if a smaller
reporting company)
Smaller reporting company  o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes   o                        No  x
 
Number of common shares of beneficial interest ($0.01 par value) of the registrant outstanding as of October 21, 2015 : 79,162,358



 



INDEX
Page No.
 
 
 
 
 
Condensed Consolidated Balance Sheets – September 30, 2015 (unaudited) and December 31, 2014
 
 
 
 
 
 
Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)
 
 
 
 
Condensed Consolidated Statement of Shareholders’ Equity - Nine Months Ended September 30, 2015 (unaudited)
 
 
 
 
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2015 and 2014 (unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 2 of 35






PART 1 – FINANCIAL INFORMATION
Item 1.  Unaudited Condensed Consolidated Financial Statements
RAMCO-GERSHENSON PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 
 
 
 
 
September 30,
2015
 
December 31,
2014
 
(unaudited)
 
 
ASSETS
 
 
 
Income producing properties, at cost:
 
 
 
Land
$
392,927

 
$
341,388

Buildings and improvements
1,799,554

 
1,592,644

Less accumulated depreciation and amortization
(322,290
)
 
(287,177
)
Income producing properties, net
1,870,191

 
1,646,855

Construction in progress and land available for development or sale
59,405

 
74,655

Net real estate
1,929,596

 
1,721,510

Equity investments in unconsolidated joint ventures
4,236

 
28,733

Cash and cash equivalents
7,413

 
9,335

Restricted cash
8,352

 
8,163

Accounts receivable (net of allowance for doubtful accounts of $2,684 and $2,292 as of September 30, 2015 and December 31, 2014, respectively)
16,070

 
11,997

Acquired lease intangibles, net
95,657

 
77,045

Other assets, net
93,126

 
91,596

TOTAL ASSETS
$
2,154,450

 
$
1,948,379

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 

 
 

Notes payable
$
1,103,903

 
$
921,705

Capital lease obligation
1,148

 
1,828

Accounts payable and accrued expenses
42,295

 
44,232

Acquired lease intangibles, net
66,551

 
54,278

Other liabilities
12,112

 
10,106

Distributions payable
18,842

 
17,951

TOTAL LIABILITIES
1,244,851

 
1,050,100

 
 
 
 
Commitments and Contingencies


 


 
 
 
 
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
 
 

Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 and 2,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
$
92,427

 
$
100,000

Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,162 and 77,573 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
792

 
776

Additional paid-in capital
1,155,798

 
1,130,262

Accumulated distributions in excess of net income
(360,234
)
 
(356,715
)
Accumulated other comprehensive loss
(3,888
)
 
(1,966
)
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT
884,895

 
872,357

Noncontrolling interest
24,704

 
25,922

TOTAL SHAREHOLDERS' EQUITY
909,599

 
898,279

 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
2,154,450

 
$
1,948,379

 

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 3 of 35




RAMCO-GERSHENSON PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
REVENUE
 
 
 
 
 
 
 
Minimum rent
$
47,324

 
$
40,735

 
$
135,002

 
$
114,056

Percentage rent
25

 
54

 
396

 
207

Recovery income from tenants
15,238

 
12,725

 
43,522

 
36,829

Other property income
1,161

 
1,047

 
2,870

 
2,586

Management and other fee income
312

 
582

 
1,422

 
1,528

TOTAL REVENUE
64,060

 
55,143

 
183,212

 
155,206

 
 
 
 
 
 
 
 
EXPENSES
 

 
 

 
 
 
 
Real estate taxes
9,670

 
7,217

 
27,791

 
21,931

Recoverable operating expense
7,234

 
6,440

 
21,358

 
18,338

Other non-recoverable operating expense
1,101

 
942

 
2,808

 
2,626

Depreciation and amortization
22,914

 
19,178

 
64,397

 
60,577

Acquisition costs
267

 
1,189

 
574

 
1,722

General and administrative expense
4,020

 
5,395

 
14,368

 
16,095

Provision for impairment

 

 
2,521

 

TOTAL EXPENSES
45,206

 
40,361

 
133,817

 
121,289

 
 
 
 
 
 
 
 
OPERATING INCOME
18,854

 
14,782

 
49,395

 
33,917

 
 
 
 
 
 
 
 
OTHER INCOME AND EXPENSES
 

 
 

 
 
 
 
Other expense, net
(171
)
 
(243
)
 
(362
)
 
(615
)
Gain on sale of real estate
4,536

 
258

 
8,005

 
2,930

Earnings (loss) from unconsolidated joint ventures
13,977

 
455

 
16,972

 
(336
)
Interest expense
(10,091
)
 
(8,645
)
 
(30,118
)
 
(23,876
)
Amortization of deferred financing fees
(389
)
 
(342
)
 
(1,053
)
 
(1,115
)
Gain on remeasurement of unconsolidated joint ventures
7,892

 

 
7,892

 
117

Gain (loss) on extinguishment of debt
27

 

 
1,414

 
(860
)
INCOME BEFORE TAX
34,635

 
6,265

 
52,145

 
10,162

Income tax provision
(29
)
 
(2
)
 
(306
)
 
(18
)
NET INCOME
34,606

 
6,263

 
51,839

 
10,144

Net income attributable to noncontrolling partner interest
(940
)
 
(180
)
 
(1,416
)
 
(303
)
NET INCOME ATTRIBUTABLE TO RPT
33,666

 
6,083

 
50,423

 
9,841

Preferred share dividends
(1,675
)
 
(1,813
)
 
(5,162
)
 
(5,438
)
Preferred share conversion costs

 

 
(500
)
 

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
$
31,991

 
$
4,270

 
$
44,761

 
$
4,403

 
 
 
 
 
 
 
 
EARNINGS PER COMMON SHARE
 

 
 

 
 
 
 
Basic
$
0.39

 
$
0.06

 
$
0.57

 
$
0.06

Diluted
$
0.38

 
$
0.06

 
$
0.57

 
$
0.06

 


 


 
 
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 

 
 

 
 
 
 
Basic
79,162

 
74,840

 
78,742

 
70,283

Diluted
85,881


75,080


78,939


70,520

 
 

 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME
 

 
 

 
 
 
 
Net income
$
34,606

 
$
6,263

 
$
51,839

 
$
10,144

Other comprehensive (loss) gain:
 

 
 

 
 
 
 
(Loss) gain on interest rate swaps
(1,661
)
 
1,236

 
(1,976
)
 
(840
)
Comprehensive income
32,945

 
7,499

 
49,863

 
9,304

Comprehensive income attributable to noncontrolling interest (as revised)
(895
)
 
(218
)
 
(1,362
)
 
(274
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RPT (AS REVISED)
$
32,050

 
$
7,281

 
$
48,501

 
$
9,030


The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 4 of 35




RAMCO-GERSHENSON PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the Nine Months Ended September 30, 2015
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
Shareholders' Equity of Ramco-Gershenson Properties Trust
 
 
 
 
 
Preferred
Shares
 
Common
Shares
 
Additional
Paid-in Capital
 
Accumulated Distributions in Excess of Net Income
 
Accumulated Other Comprehensive Loss
 
Noncontrolling Interest
 
Total Shareholders’ Equity
Balance,
December 31, 2014
$
100,000

 
$
776

 
$
1,130,262

 
$
(356,715
)
 
$
(1,966
)
 
$
25,922

 
$
898,279

Issuance of common shares

 
9

 
17,101

 

 

 

 
17,110

Conversion and redemption of OP unit holders

 

 

 

 

 
(1,225
)
 
(1,225
)
Conversion of preferred shares
(7,573
)
 
5

 
7,568

 
(500
)
 

 

 
(500
)
Share-based compensation and other expense, net of shares withheld for employee taxes

 
2

 
867

 

 

 

 
869

Dividends declared to common shareholders

 

 

 
(48,033
)
 

 

 
(48,033
)
Dividends declared to preferred shareholders

 

 

 
(5,162
)
 

 

 
(5,162
)
Distributions declared to noncontrolling interests

 

 

 

 

 
(1,355
)
 
(1,355
)
Dividends declared to deferred shares

 

 

 
(247
)
 

 

 
(247
)
Other comprehensive income adjustment

 

 

 

 
(1,922
)
 
(54
)
 
(1,976
)
Net income

 

 

 
50,423

 

 
1,416

 
51,839

Balance,
September 30, 2015
$
92,427

 
$
792

 
$
1,155,798

 
$
(360,234
)
 
$
(3,888
)
 
$
24,704

 
$
909,599

 


The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 5 of 35




RAMCO GERSHENSON PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
Nine Months Ended September 30,
 
2015
 
2014
OPERATING ACTIVITIES
 
 
 
Net income
$
51,839

 
$
10,144

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
64,397

 
60,577

Amortization of deferred financing fees
1,053

 
1,115

Income tax provision
306

 
18

(Earnings) loss from unconsolidated joint ventures
(16,972
)
 
336

Distributions received from operations of unconsolidated joint ventures
1,410

 
1,759

Provision for impairment
2,521

 

(Gain) loss on extinguishment of debt
(1,414
)
 
860

Gain on remeasurement of unconsolidated joint ventures
(7,892
)
 
(117
)
Gain on sale of real estate
(8,005
)
 
(2,930
)
Amortization of premium on mortgages, net
(1,225
)
 
(791
)
Share-based compensation expense
1,340

 
1,618

Long-term incentive cash compensation (benefit) expense
(400
)
 
1,588

Changes in assets and liabilities:
 

 
 

Accounts receivable, net
(4,073
)
 
(1,953
)
Acquired lease intangibles and other assets, net
2,090

 
2,433

Accounts payable, acquired lease intangibles and other liabilities
(8,415
)
 
2,954

Net cash provided by operating activities
76,560

 
77,611

 
 
 
 
INVESTING ACTIVITIES
 

 
 

Acquisition of real estate
$
(152,923
)
 
$
(263,463
)
Development and capital improvements
(42,906
)
 
(56,774
)
Net proceeds from sales of real estate
25,375

 
10,753

Distributions from sale of joint venture property
8,173

 

Increase in restricted cash
(189
)
 
(1,465
)
Net cash used in investing activities
(162,470
)
 
(310,949
)
 
 
 
 
FINANCING ACTIVITIES
 

 
 

Proceeds of mortgages and notes payable
$
100,000

 
$
175,000

Repayment of mortgages and notes payable
(91,381
)
 
(152,673
)
Net proceeds on revolving credit facility
115,000

 
93,000

Payment of deferred financing costs
(429
)
 
(764
)
Proceeds, net of costs, from issuance of common stock
17,110

 
170,404

Repayment of capitalized lease obligation
(680
)
 
(269
)
Redemption or conversion of operating partnership units for cash
(1,225
)
 
(84
)
Conversion of preferred shares
(500
)
 

Dividends paid to preferred shareholders
(5,300
)
 
(5,438
)
Dividends paid to common shareholders
(47,259
)
 
(38,540
)
Distributions paid to operating partnership unit holders
(1,348
)
 
(1,267
)
Net cash provided by financing activities
83,988

 
239,369

 
 
 
 
Net change in cash and cash equivalents
(1,922
)
 
6,031

Cash and cash equivalents at beginning of period
9,335

 
5,795

Cash and cash equivalents at end of period
$
7,413

 
$
11,826

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
 

 
 

Assumption of debt related to acquisitions
$
60,048

 
$
58,634

Revaluation of capital lease obligation
$

 
$
4,697

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 

 
 

Cash paid for interest (net of capitalized interest of $1,054 and $1,606 in 2015 and 2014, respectively)
$
29,808

 
$
24,529

Cash paid for federal income taxes
$

 
$


The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 6 of 35




RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  Organization and Basis of Presentations

Organization

Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company” or "RPT"), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, redeveloping, acquiring, managing and leasing large multi-anchored shopping centers primarily in a dozen of the largest metropolitan markets in the United States.  As of September 30, 2015 , our property portfolio consists of 72 wholly owned shopping centers and one office building comprising approximately 15.5 million square feet.   We also have ownership interests, ranging from 7% to 30% , in four joint ventures that each own a single shopping center.  In addition, we own interests in several land parcels that are available for development or sale. Most of our properties are anchored by supermarkets and/or national chain stores.  The Company’s credit risk, therefore, is concentrated in the retail industry.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (the "OP") ( 97.3% and 97.2% owned by the Company at September 30, 2015 and December 31, 2014 , respectively), and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest.  We have elected to be a REIT for federal income tax purposes.  All intercompany balances and transactions have been eliminated in consolidation.  The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.  These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 .

The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources.  Actual results could differ from those estimates.

Reclassifications and Revisions

Certain reclassifications of prior period amounts have been made in the condensed consolidated financial statements and footnotes in order to conform to the current presentation.

In previously filed quarterly reports, the Company erroneously calculated comprehensive income attributable to noncontrolling interest.  Accordingly, the Consolidated Statements of Comprehensive Income have been revised.  The revision resulted in a decrease to previously reported comprehensive income attributable to RPT as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2014
 
(in thousands)
Comprehensive income attributable to non controlling interest as previously reported
$
(38
)
 
$
29

Comprehensive income attributable to non controlling interest as revised
$
(218
)
 
$
(274
)
 
 
 
 
Comprehensive income attributable to RPT as previously reported
$
7,461

 
$
9,333

Comprehensive income attributable to RPT as revised
$
7,281

 
$
9,030

 
 
 
 

There was no impact to the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Shareholders’ Equity or to the Company’s cash position.

Page 7 of 35








Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") updated Accounting Standards Codification ("ASC") Topic 835 "Interest" with Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs". ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. In August 2015, the FASB issued an amendment to ASU 2015-03 pursuant to an SEC staff announcement which addresses the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We are currently assessing the impact the adoption of ASU 2015-03 will have on our consolidated financial statements.

In February 2015, the FASB updated ASC Topic 810 "Consolidation" with ASU 2015-02, "Amendments to the Consolidation Analysis". ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are Variable Interest Entities ("VIEs") or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved in VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for annual reporting periods (including interim periods within those periods), beginning after December 15, 2015. Early adoption is permitted. We believe the adoption of this guidance will not have a material effect on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contract with Customers" as a new Topic, ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and it will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. Adoption shall be applied using either a full retrospective or modified retrospective approach. In July, the FASB issued a one year deferral of the effective date making it effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 while also providing for early adoption, but not before the original effective date of December 15, 2016. We are currently assessing the impact the adoption of this standard may have on our consolidated financial statements.

Page 8 of 35









2.  Real Estate

Included in our net real estate assets are income producing shopping center properties and one office building that are recorded at cost less accumulated depreciation and amortization.

We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable.  These changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income, geographic location, real estate values and expected holding period.

Land available for development or sale includes real estate projects where vertical construction has yet to commence, but which have been identified by us and are available for future development when market conditions dictate the demand for a new shopping center. The viability of all projects under construction or development, including those owned by unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use.  Land available for development or sale was $39.7 million and $48.9 million at September 30, 2015 and December 31, 2014 , respectively.

Construction in progress represents existing development, redevelopment and tenant build-out projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.  Construction in progress was $19.7 million and $25.7 million at September 30, 2015 and December 31, 2014 , respectively.

The decrease in construction in progress from December 31, 2014 to September 30, 2015 was due primarily to the substantial completion of two redevelopment projects, offset in part by ongoing development, redevelopment and expansion projects across the portfolio.

During the first quarter of 2015, we recorded an impairment provision of $2.5 million related to developable land that was subsequently sold in the second quarter of 2015. The adjustment was triggered by an unforeseen increase in development costs and changes in the associated sales price assumptions. Refer to Note 3 for additional information related to dispositions.


Page 9 of 35







3.  Property Acquisitions and Dispositions

Acquisitions

The following table provides a summary of our acquisition activity for the nine months ended September 30, 2015 :
 
 
 
 
 
 
 
 
 
 
Gross
Property Name
 
Location
 
GLA

 
Acreage

 
Date
Acquired
 
Purchase
Price

 
Assumed
Debt

 
 
 
 
(In thousands)

 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Millennium Park
 
Livonia, MI
 
273

 
N/A

 
08/11/15
 
$
47,000

 
$

Spring Meadows - Kroger Building
 
Holland, OH
 
51

 
N/A

 
08/06/15
 
4,110

 

Ramco 450 Portfolio - six Income Producing Properties
 
GA, IL, OH & MD
 
1,126

 
N/A

 
07/21/15
 
191,090

 
60,048

Jackson Crossing Shops
 
Jackson, MI
 
15

 
N/A

 
06/22/15
 
5,000

 

Petco at West Oaks
 
Novi, MI
 
26

 
N/A

 
06/10/15
 
5,500

 

  Total consolidated income producing acquisitions
 
1,491

 
 
 
 
 
$
252,700

 
$
60,048

 
 
 
 
 
 
 
 
 
 
 
 
 
Gaines Marketplace
 
Gaines Township, MI
 
N/A

 
1.9

 
02/12/15
 
$
1,000

 
$

Lakeland Park Center
 
Lakeland, FL
 
N/A

 
1.6

 
01/23/15
 
475

 

  Total consolidated land / outparcel acquisitions
 
 
 
3.5

 
 
 
$
1,475

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Acquisitions
 
 
 
1,491

 
3.5

 
 
 
$
254,175

 
$
60,048

 
 
 
 
 
 
 
 
 
 
 
 
 

The aggregate fair value of our 2015 acquisitions through September 30, 2015 , was allocated and is reflected in the following table in accordance with accounting guidance for business combinations. Some of the purchase price allocations are preliminary and may be adjusted as final costs and valuations are determined:
 
 
Allocated
Fair Value
 
 
(In thousands)
Land
 
$
50,367

Buildings and improvements
 
183,651

Above market leases
 
1,014

Lease origination costs
 
32,683

Other assets
 
4,256

Below market leases
 
(16,616
)
Premium for above market interest rates on assumed debt
 
(1,180
)
Total purchase price allocated
 
$
254,175

Mortgages notes assumed
 
(60,048
)
RPT's fair value of existing ownership (1)
 
(41,204
)
Net assets acquired
 
$
152,923

 
 
 
 (1) We acquired our partner's 80% interest in six properties owned by the Ramco 450 Venture LLC ("Ramco 450") and our partner's 70% interest in Millennium Park owned by the Ramco/Lion Venture LP ("RLV"). The fair value indicated is net of a credit of $10.6 million we received when we sold our 20% interest in one property owned by Ramco 450 to our partner.

Page 10 of 35







Total revenue and net income for the 2015 acquisitions included in our condensed consolidated statement of operations for the three and nine months ended September 30, 2015 were as follows:
 
Three Months Ended 
 September 30, 2015
 
Nine Months Ended 
 September 30, 2015
 
(In thousands)
Total revenue from 2015 acquisitions
$
4,763

 
$
4,812

Net income from 2015 acquisitions
$
437

 
$
476



Unaudited Proforma Information

If the 2015 Acquisitions had occurred on January 1, 2014, our consolidated revenues and net income for the three and nine months ended September 30, 2015 and 2014 would have been as follows:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Consolidated revenue
$
65,619

 
$
61,052

 
$
196,922

 
$
173,418

Consolidated net income available to common shareholders
$
32,219

 
$
4,960

 
$
46,212

 
$
6,620


Dispositions

The following table provides a summary of our disposition activity for the nine months ended September 30, 2015 :

 
 
 
 
 
 
 
 
 
 
Gross
 
 
Property Name
 
Location
 
GLA
 
Acreage

 
Date
Sold
 
Sales
Price
 
Debt
Repaid
 
Gain (Loss)
on Sale
 
 
 
 
(In thousands)
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conyers Crossing
 
Conyers, GA
 
170

 
1.3

 
09/30/15
 
$
9,750

 
$

 
$
4,536

   Total income producing dispositions
 
170

 
1.3

 
 
 
$
9,750

 
$

 
$
4,536

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Town Center at Aquia - Commercial / Residential Land
 
Stafford, VA
 
35

 
32.8

 
05/29/15
 
$
13,350

 
$

 
$
289

Taylors Square - Outparcel
 
Taylors, SC
 
N/A

 
0.6

 
04/22/15
 
250

 

 
(16
)
Target and Shell Oil Parcels
 
Gaines Township, MI
 
N/A

 
11.3

 
02/12/15
 
5,150

 

 
3,196

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Total land / outparcel dispositions
 
35

 
44.7

 
 
 
$
18,750

 
$

 
$
3,469

   Total consolidated dispositions
 
205

 
46.0

 
 
 
$
28,500

 
$

 
$
8,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pursuant to the criteria established under ASC Topic 360 "Property, Plant, and Equipment," we will classify properties as held for sale when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is legally binding and we are able to conclude that the sale of the property within one year is probable. As of September 30, 2015 there were no properties or land classified as held for sale.

With our adoption of ASU 2014-08 dispositions and assets held for sale do not qualify for presentation as Discontinued Operations in the Condensed Consolidated Statements of Operations and Comprehensive Income as they do not represent a strategic shift in our operations and are not considered an individually significant component of our operations.


Page 11 of 35







4.  Equity Investments in Unconsolidated Joint Ventures

We have four joint venture agreements whereby we own between 7% and 30% of the equity in each joint venture. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.  We cannot make significant decisions without our partner’s approval.  Accordingly, we account for our interest in the joint ventures using the equity method of accounting.

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:
Balance Sheets
 
September 30, 2015
 
December 31, 2014
 
 
(In thousands)
ASSETS
 
 
 
 
Income producing properties, net
 
$
112,306

 
$
394,740

Cash, accounts receivable and other assets
 
7,358

 
23,102

Total Assets
 
$
119,664

 
$
417,842

LIABILITIES AND OWNERS' EQUITY
 
 

 
 

Mortgage notes payable (1)
 
$
22,000

 
$
170,194

Other liabilities
 
2,639

 
7,625

Owners' equity
 
95,025

 
240,023

Total Liabilities and Owners' Equity
 
$
119,664

 
$
417,842

 
 
 
 
 
RPT's equity investments in unconsolidated joint ventures
 
$
4,236

 
$
28,733

 
 
 
 
 
(1)  
Balance as of September 30, 2015 relates to the Chester Springs Shopping Center mortgage with an interest rate of 1.9% . Debt is non-recourse to the venture, subject to carve-outs customary to such types of mortgage financing. Subsequent to September 30, 2015 , Chester Springs was sold and the debt was assumed by the buyer. Refer to Note 12 for additional information.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Statements of Operations
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Total revenue
 
$
4,603

 
$
10,425

 
$
25,513

 
$
31,927

Total expenses  (1)
 
3,035

 
7,012

 
17,698

 
31,973

Income (loss) before other income and expense
 
1,568

 
3,413

 
7,815

 
(46
)
Gain on sale of real estate (2)
 
67,342

 

 
74,805

 
740

Interest expense
 
(537
)
 
(1,820
)
 
(4,131
)
 
(5,511
)
Gain on extinguishment of debt
 

 

 

 
529

Amortization of deferred financing fees
 
(39
)
 
(77
)
 
(187
)
 
(229
)
Net income (loss)
 
$
68,334

 
$
1,516

 
$
78,302

 
$
(4,517
)
 
 
 
 
 
 
 
 
 
RPT's share of earnings (loss) from unconsolidated joint ventures
 
$
13,977

 
$
455

 
$
16,972

 
$
(336
)
 
 
 
 
 
 
 
 
 
(1)  
The higher expenses for the nine months ended September 30, 2014 were due to the demolition of a portion of a center for redevelopment and the commensurate acceleration of depreciation in that period.
(2)  
See Dispositions below for details of the transaction.

Acquisitions

There was no acquisition activity in the nine months ended September 30, 2015 by any of our unconsolidated joint ventures.


Page 12 of 35







Dispositions
 
The following table provides a summary of disposition activity, by our unconsolidated joint ventures, for the nine months ended September 30, 2015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
 
Property Name
 
Location
 
GLA
 
Ownership %
 
Date
Sold
 
Sales
Price
 
Debt
Repaid
 
Gain
on Sale (at 100%)
 
 
 
 
(In thousands)
 
 
 
 
 
(In thousands)
Millennium Park
 
Livonia, MI
 
273

 
30%
 
08/11/15
 
$
47,000

 
$
29,658

 
$
1,776

Ramco 450 Portfolio - Seven Income Producing Properties
 
FL, GA, IL, OH, & MD
 
1,440

 
20%
 
07/21/15
 
291,908

 
117,959

 
65,566

Village of Oriole Plaza
 
Delray Beach, FL
 
156

 
30%
 
03/24/15
 
27,500

 

 
7,463

  Total unconsolidated joint venture dispositions
 
1,869

 

 
 
 
$
366,408

 
$
147,617

 
$
74,805

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Joint Venture Management and Other Fee Income

We are engaged by our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received, and recognize these fees as the services are rendered.  

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Management fees
$
251

 
$
379

 
$
1,033

 
$
1,145

Leasing fees
30

 
160

 
238

 
266

Construction fees
31

 
43

 
151

 
117

Total
$
312

 
$
582

 
$
1,422

 
$
1,528

 
 
 
 
 
 
 
 


Page 13 of 35







5.  Debt

The following table summarizes our mortgages and notes payable and capital lease obligation as of September 30, 2015 and December 31, 2014 :
Notes Payable
 
September 30,
2015
 
December 31,
2014
 
 
(In thousands)
Senior unsecured notes
 
$
410,000

 
$
310,000

Unsecured term loan facilities
 
210,000

 
210,000

Fixed rate mortgages
 
323,381

 
354,714

Unsecured revolving credit facility
 
125,000

 
10,000

Junior subordinated notes
 
28,125

 
28,125

 
 
1,096,506

 
912,839

Unamortized premium
 
7,397

 
8,866

Total notes payable
 
$
1,103,903

 
$
921,705

 
 
 
 
 
Capital lease obligation
 
$
1,148

 
$
1,828

 
 
 
 
 
 
We completed the following financing transactions during the nine months ended September 30, 2015 :

In September 2015, we executed a $100.0 million private placement of senior unsecured notes. Series A consists of $50.0 million of notes, ten years term at a fixed interest rate of 4.09% , which funded on September 30, 2015. Series B, $25.0 million , nine years fixed interest rate of 4.05% and Series C, $25.0 million , eleven years fixed interest rate of 4.28% , both are expected to fund in November 2015; and
In July 2015, we funded the $50.0 million "shelf" facility related to the private placement of debt completed in May 2014. The notes have ten years term at a fixed interest rate of 4.2% .

During the nine months ended September 30, 2015 we had the following mortgage transactions:

In conjunction with our acquisition of the Ramco 450 portfolio, we assumed three mortgage loans with principal balances totaling $60.1 million and an average interest rate of 4.1% . In addition, at closing, two additional mortgage loans were repaid totaling $41.7 million , of which our pro rata share was $11.3 million . We recorded a premium of approximately $1.2 million based upon the fair value of the loans on the date they were assumed. The mortgage premiums are being amortized to interest expense over the remaining life of the loans; and
We repaid mortgage notes secured by certain properties totaling $86.5 million , with an average weighted interest rate of 5.2% . In conjunction with the mortgage repayments we recognized a gain on extinguishment of debt of approximately $1.4 million as a result of the write off of the associated debt premiums.

In addition, we modified the mortgage secured by the Aquia Town Center Office property. The modification extends the maturity date one year with a fixed rate interest rate of 5.798% . Approximately $1.7 million of existing escrow balances were applied to the principal balance. The modified balance of $12.0 million matures on June 1, 2016 and the loan is interest only.

Our $323.4 million of fixed rate mortgages have interest rates ranging from 2.9% to 7.4% and are due at various maturity dates from June 2016 through June 2026 .  Included in fixed rate mortgages at September 30, 2015 and December 31, 2014 were unamortized premium balances related to the fair market value of debt of approximately $7.4 million and $8.9 million , respectively.  The fixed rate mortgages are secured by properties that have an approximate net book value of $406.6 million as of September 30, 2015 .

We had net borrowings of $115.0 million under our revolving credit facility during the nine months ended September 30, 2015 with a balance of $125.0 million as of September 30, 2015 .  After adjusting for outstanding letters of credit issued under our revolving credit facility, not reflected in the accompanying condensed consolidated balance sheets, totaling $3.5 million we had $221.5 million of availability under our revolving credit facility. The interest rate as of September 30, 2015 was 1.6% .

Our revolving credit facility, term loans and unsecured notes contain financial covenants relating to total leverage, fixed charge coverage ratio, unencumbered assets, tangible net worth and various other calculations.  As of September 30, 2015 , we were in compliance with these covenants.

Page 14 of 35








The mortgage loans encumbering our properties, including properties held by our unconsolidated joint ventures, are generally nonrecourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender.  These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly and certain environmental liabilities.  In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.

We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

The following table presents scheduled principal payments on mortgages and notes payable as of September 30, 2015 :
Year Ending December 31,
 
(In thousands)
2015 (October 1 - December 31)
$
878

2016
35,891

2017
129,096

2018
224,132

2019
5,860

Thereafter
700,649

Subtotal debt
1,096,506

Unamortized premium
7,397

Total debt (including unamortized premium)
$
1,103,903

 
 

 
It is our intent to repay maturing debt using cash, borrowings under our unsecured line of credit, or other sources of financing.  

6.  Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis.  Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis.  As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our condensed consolidated financial statements.  These levels are:

Level 1
Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2
Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.


Page 15 of 35







Derivative Assets and Liabilities

All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available.  For those derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves.  We classify these instruments as Level 2.  Refer to Note 7 for additional information on our derivative financial instruments.

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014.
 
 
 
 
Total
 
 
 
 
 
 
 
 
Balance Sheet Location
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
2015
 
 
 
(In thousands)
Derivative liabilities - interest rate swaps
 
Other liabilities
 
$
(4,145
)
 
$

 
$
(4,145
)
 
$

2014
 
 
 
 
 
 
 
 
 
 
Derivative assets - interest rate swaps
 
Other assets
 
$
537

 
$

 
$
537

 
$

Derivative liabilities - interest rate swaps
 
Other liabilities
 
$
(2,705
)
 
$

 
$
(2,705
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt.  The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assume the debt is outstanding through maturity and consider the debt’s collateral (if applicable).  Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. 

Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $943.4 million and $874.7 million as of September 30, 2015 and December 31, 2014 , respectively, have fair values of approximately $971.0 million and $900.9 million , respectively.  Variable rate debt’s fair value is estimated to be the carrying values of $153.1 million and $38.1 million as of September 30, 2015 and December 31, 2014 , respectively.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value on a nonrecurring basis:

Net Real Estate

Our net investment in real estate, including any identifiable intangible assets, is subject to impairment testing on a nonrecurring basis.  To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates that market participants would use in pricing the asset.  To the extent impairment has occurred, we charge to expense the excess of the carrying value of the property over its estimated fair value.  We classify impaired real estate assets as nonrecurring Level 3.

The table below presents the recorded amount of assets at the time they were marked to fair value during nine months ended September 30, 2015 on a nonrecurring basis. We did not have any material liabilities that were required to be measured at fair value on a nonrecurring basis during the period.
Assets
Total Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Impairment
 
(In thousands)
Land available for development or sale
$
7,501

 
$

 
$

 
$
7,501

 
$
(2,521
)
Total
$
7,501

 
$

 
$

 
$
7,501

 
$
(2,521
)
 
 
 
 
 
 
 
 
 
 


Page 16 of 35







Equity Investments in Unconsolidated Joint Ventures

Our equity investments in unconsolidated joint ventures are subject to impairment testing on a nonrecurring basis if there is an indication that a decrease in the value of our investment has occurred that is other-than-temporary.  To estimate the fair value of properties held by unconsolidated entities, we use cash flow models, discount rates, and capitalization rates based upon assumptions of the rates that market participants would use in pricing the assets.  To the extent other-than-temporary impairment has occurred, we charge to expense the excess of the carrying value of the equity investment over its estimated fair value.  We classify other-than-temporarily impaired equity investments in unconsolidated entities as nonrecurring Level 3.

7.  Derivative Financial Instruments

We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt.  On the date we enter into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability.  Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction.  The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in the condensed consolidated statements of operations.  We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis.   To the extent the Company's cash flow hedges become ineffective, for example, critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates and calculation period, changes in the fair values are immediately included in other income and expenses.

At September 30, 2015 , we had seven interest rate swap agreements with an aggregate notional amount of $210.0 million that were designated as cash flow hedges.  The agreements provided for swapping one-month LIBOR to fixed interest rates ranging from 1.2% to 2.2% on $210.0 million of unsecured term loans and have expirations ranging from April 2016 to May 2020 .

The following table summarizes the notional values and fair values of our derivative financial instruments as of September 30, 2015 :
 
 
Hedge
 
Notional
 
Fixed
 
Fair
 
Expiration
Underlying Debt
 
Type
 
Value
 
Rate
 
Value
 
Date
 
 
 
 
(In thousands)

 
 
 
(In thousands)

 
 
Derivative Liabilities
 
 
 
 
 
 
 
 
 
 
Unsecured term loan facility
 
Cash Flow
 
$
75,000

 
1.2175
%
 
$
(406
)
 
04/2016
Unsecured term loan facility
 
Cash Flow
 
30,000

 
2.0480
%
 
(1,071
)
 
10/2018
Unsecured term loan facility
 
Cash Flow
 
25,000

 
1.8500
%
 
(740
)
 
10/2018
Unsecured term loan facility
 
Cash Flow
 
5,000

 
1.8400
%
 
(147
)
 
10/2018
Unsecured term loan facility
 
Cash Flow
 
15,000

 
2.1500
%
 
(666
)
 
05/2020
Unsecured term loan facility
 
Cash Flow
 
10,000

 
2.1500
%
 
(444
)
 
05/2020
Unsecured term loan facility
 
Cash Flow
 
50,000

 
1.4600
%
 
(671
)
 
05/2020
 
 
 
 
$
210,000

 
 

 
$
(4,145
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 17 of 35







The effect of derivative financial instruments on our condensed consolidated statements of operations for the nine months ended September 30, 2015 and 2014 is summarized as follows:
 
 
Amount of Gain (Loss)
Recognized in OCI on Derivative
(Effective Portion)
 
Location of
Loss
Reclassified from
Accumulated OCI
into Income
(Effective Portion)
 
Amount of Loss
Reclassified from
Accumulated OCI into
Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationship
 
Nine Months Ended September 30,
 
 
Nine Months Ended September 30,
 
2015
 
2014
 
 
2015
 
2014
 
 
(In thousands)
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts - assets
 
$
(111
)
 
$
(153
)
 
Interest Expense
 
$
(425
)
 
$
(876
)
Interest rate contracts - liabilities
 
395

 
1,613

 
Interest Expense
 
(1,835
)
 
(1,424
)
Total
 
$
284

 
$
1,460

 
Total
 
$
(2,260
)
 
$
(2,300
)
 
 
 
 
 
 
 
 
 
 
 
 

8.   Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands, except per share data)
Net income
 
$
34,606

 
$
6,263

 
$
51,839

 
$
10,144

Net income attributable to noncontrolling interest
 
(940
)
 
(180
)
 
(1,416
)
 
(303
)
Allocation of income to restricted share awards
 
(1,361
)
 
(65
)
 
(250
)
 
(162
)
Income attributable to RPT
 
$
32,305

 
$
6,018

 
$
50,173

 
$
9,679

Preferred share dividends
 
(1,675
)
 
(1,813
)
 
(5,162
)
 
(5,438
)
Preferred share conversion costs
 

 

 
(500
)
 

Net income available to common shareholders - Basic
 
$
30,630

 
$
4,205

 
$
44,511

 
$
4,241

Addback preferred shares for dilution  (1)
 
1,675

 

 

 

Net income available to common shareholders - Diluted
 
$
32,305

 
$
4,205

 
$
44,511

 
$
4,241

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding, Basic
 
79,162

 
74,840

 
78,742

 
70,283

Stock options and restricted stock awards using the treasury method
 
184

 
240

 
197

 
237

Dilutive effect of securities (1)
 
6,535

 

 

 

Weighted average shares outstanding, Diluted (1)
 
85,881

 
75,080

 
78,939

 
70,520


 
 

 
 

 
 
 
 
Income per common share, Basic
 
$
0.39

 
$
0.06

 
$
0.57

 
$
0.06

Income per common share, Diluted
 
$
0.38

 
$
0.06

 
$
0.57

 
$
0.06

 
 
 
 
 
 
 
 
 

  (1) The assumed conversion of preferred shares is dilutive for the three months ended September 30, 2015. The preferred shares are anti-dilutive for all other periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS for those periods.


Page 18 of 35







9.  Share-based Compensation Plans

As of September 30, 2015 , we have one share-based compensation plan in effect.  The 2012 Omnibus Long-Term Incentive Plan (“2012 LTIP”) under which our compensation committee may grant, subject to the Company’s performance conditions as specified by the compensation committee, restricted shares, restricted share units, options and other awards to trustees, officers and other key employees.  The 2012 LTIP allows us to issue up to 2,000,000 shares of our common stock, units or stock options, of which 1,597,723 remained available for issuance at September 30, 2015 .

As of September 30, 2015 , we had 298,335 unvested share awards granted under the 2012 LTIP and other plans which terminated when the 2012 LTIP became effective.  These awards have various expiration dates through May 2020.

During the nine months ended September 30, 2015 , we had the following activity:

granted 150,817 shares of service-based restricted stock that vest over five years. The service-based awards were valued based on our closing stock price as of the grant date and the expense is recognized on a graded vesting basis; and
granted performance-based cash units that are earned subject to a future performance measurement based on a three -year shareholder return peer comparison (“TSR Grants”).  If the performance criterion is met, the actual value of the units earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the following year.

Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR Grants, and any subsequent re-measurements, based upon a Monte Carlo simulation model.  We will recognize the compensation expense ratably over the requisite service period.  We are required to re-value the cash awards at the end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense accordingly.  If at the end of the three -year measurement period the performance criteria are not met, compensation expense previously recognized would be reversed.  During the quarter ended September 30, 2015, we recorded a $1.0 million decrease in costs associated with our long-term incentive plans based on our stock price performance relative to a group of our peers during that measurement period. Compensation expense related to the cash awards was a benefit of $0.5 million for the nine months ended September 30, 2015 and $1.6 million of expense for the nine months ended September 30, 2014 .

We recognized total share-based compensation expense of $1.3 million and $1.6 million for the nine months ended September 30, 2015 and September 30, 2014 , respectively.

As of September 30, 2015 , we had $4.1 million of total unrecognized compensation expense related to unvested restricted shares and performance based equity and cash awards.  This expense is expected to be recognized over a weighted-average period of 4.6 years.

10.  Taxes

Income Taxes

We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code.  In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders.  As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes.

Certain of our operations, including property management and asset management, as well as ownership of certain land, are conducted through our Taxable REIT Subsidiaries (“TRSs”) which allows us to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws.  Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings and potential tax planning strategies.  Our temporary differences primarily relate to deferred compensation, depreciation, land basis differences, and net operating loss carry forwards.

As of September 30, 2015 , we had a federal and state deferred tax asset of $10.7 million and a valuation allowance of $10.7 million .  Our deferred tax assets, such as net operating losses and land basis differences, are reduced by an offsetting valuation allowance where there is uncertainty regarding their realizability. We believe that it is more likely than not that the results of future

Page 19 of 35







operations will not generate sufficient taxable income to recognize the deferred tax assets.  These future operations are primarily dependent upon the profitability of our TRSs, including the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs.  

If in the future we are able to conclude it is more likely than not that we will realize a future benefit from a deferred tax asset, we will reduce the related valuation allowance by the appropriate amount. The first time this occurs, it will result in a net deferred tax asset on our balance sheet and an income tax benefit of equal magnitude in our statement of operations in the period we make the determination.

We recorded income tax provisions of approximately $306,000 and $18,000 for the nine months ended September 30, 2015 and 2014 , respectively.

Sales Taxes

We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities.

11.  Commitments and Contingencies

Construction Costs

In connection with the development and expansion of various shopping centers as of September 30, 2015 , we had entered into agreements for construction costs of approximately $13.5 million .

Litigation

We are currently involved in certain litigation arising in the ordinary course of business; however, we do not believe that any of this litigation will have a material effect on our consolidated financial statements.

Leases   

Operating Leases

We lease office space for our corporate headquarters under an operating lease that expires in August 2019.

Capital Leases

We have a ground lease at Buttermilk Towne Center which we have recorded as a capital lease that expires in December 2032. 

We recognized rent and interest expense related to the operating and capital leases of $0.5 million and $0.7 million for the the nine months ended September 30, 2015 and 2014 , respectively.

12.  Subsequent Events

We have evaluated subsequent events through the date that the condensed consolidated financial statements were issued.

Subsequent to September 30, 2015 we completed the disposition of our 20% interest in a joint venture asset. Our share of the proceeds, net of the buyers assumption of debt, was approximately $5.7 million .

Page 20 of 35







Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Where we say "we", "us", or "our", we usually mean Ramco-Gershenson Properties Trust.

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements, including the respective notes thereto, which are included in this Form 10-Q.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms.  Although the forward-looking statements made in this document are based on our good faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements, including: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; our business prospects and outlook; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors discussed elsewhere in this document and our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2014 .   Given these uncertainties, you should not place undue reliance on any forward-looking statements.  Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

Overview

We are a fully integrated, self-administered, publicly-traded equity REIT which owns, develops, redevelops, acquires, manages and leases large multi-anchored shopping centers primarily in a dozen of the largest metropolitan markets in the United States.  As of September 30, 2015 , our property portfolio consists of 72 wholly owned shopping centers and one office building comprising approximately 15.5 million square feet. We also have ownership interests, ranging from 7% to 30%, in four joint ventures that each own a single shopping center. In addition, we own interests in three parcels of land available for development and six parcels of land available for sale. Our consolidated portfolio was 94.3% leased at September 30, 2015 .  

We accomplished the following activity during the nine months ended September 30, 2015 :

Operating Activity

For our consolidated properties we reported the following leasing activity:
 
Leasing Transactions

Square Footage

 Base Rent/SF

Prior Rent/SF

Tenant Improvements/SF

Leasing Commissions/SF

Renewals
151

991,012

$
13.05

$
12.12

$
0.07

$
0.18

New Leases - Comparable
20

59,287

18.04

14.60

8.81

2.67

New Leases - Non-Comparable (1)
45

336,777

17.36

N/A

39.23

3.87

Total
216

1,387,076

$
14.31

N/A

$
9.95

$
1.18

 
 
 
 
 
 
 
(1) Non-comparable lease transactions include leases for space vacant for greater than 12 months, leases for space which has been combined from smaller spaces or demised from larger spaces, and leases structured differently from the prior lease. As a result, there is no prior rent per square foot to compare to the base rent per square foot of the new lease.

Investing Activity

At September 30, 2015 , we have eleven redevelopment, expansion or re-anchoring projects in process with an anticipated cost of $80.9 million, of which $52.9 million remains to be invested. Completion for these projects is anticipated over the next 12 - 18 months.

In July 2015, we acquired our partner's 80% interest in six properties held in the Ramco 450 Venture LLC ("Ramco 450"). We consolidated the six properties based upon a value of approximately $191.1 million, together with the assumption of three mortgage

Page 21 of 35







loans with unpaid principal balances totaling approximately $60.1 million, plus any related assets and liabilities. Total consideration paid for the properties was approximately $105.8 million, including closing costs. We also sold our 20% interest in one property from the same joint venture to our partner which generated net cash proceeds to us of $10.6 million.

In August 2015, we acquired our partner's 70% interest in one property held in the Ramco/Lion Venture L.P. ("RLV"). We consolidated the property based upon a value of approximately $47.0 million, with total consideration paid of $41.6 million, including approximately $8.7 million of our proportionate share of $29.8 million debt repaid at closing.

As a result of the above transactions, we recognized a gain on remeasurement of unconsolidated joint ventures of $ 7.9 million .

In addition to the above we completed $16.1 million of acquisitions and $28.5 million of dispositions. Refer to Note 3 for additional information related to acquisitions and dispositions.

Financing Activity

Debt

During the nine months ended September 30, 2015, we issued $100.0 million in senior unsecured notes, repaid $86.5 million in mortgage notes and assumed $60.1 million in mortgage notes related to our acquisitions. Refer to Note 5 for additional information related to our debt.

Equity

Through our controlled equity offering we issued 0.9 million common shares at an average share price of $19.28 and received approximately $17.2 million in net proceeds during the nine months ended September 30, 2015 .  As of September 30, 2015 , there were 3.1 million shares remaining under this program.

In April 2015, we converted preferred shares with a liquidation preference of $7.6 million into 532,628 common shares pursuant to the terms of the convertible preferred shares prospectus supplement dated April 27, 2011 and incurred conversion costs of approximately $0.5 million.

Land Available for Development or Sale

At September 30, 2015 , we had one project in pre-development and two projects where Phase I of the development was completed. The remaining future phases at those projects are in pre-development. We estimate that if we proceed with the development of the projects, up to approximately 550,000 square feet of GLA could be developed, excluding various outparcels of land. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

Our development and construction activities are subject to risks such as our inability to obtain the necessary governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development, or our change in plan or scope for the development.  If any of these events occur, we may record an impairment provision.

Accounting Policies and Estimates

Our 2014 Annual Report on Form 10-K contains a description of our critical accounting policies, including initial adoption of accounting policies, revenue recognition and accounts receivable, real estate investment, off balance sheet arrangements, fair value measurements and deferred charges.  For the nine months ended September 30, 2015 , there were no material changes to these policies.


Page 22 of 35







Comparison of three months ended September 30, 2015 to 2014

The following summarizes certain line items from our unaudited condensed consolidated statements of operations that we believe are important in understanding our operations and/or those items that have significantly changed in the three months ended September 30, 2015 as compared to the same period in 2014 :
 
 
Three Months Ended September 30,
 
 
2015
 
2014
 
Dollar
Change

 
Percent
Change

 
 
(In thousands)
 
 
Total revenue
 
$
64,060

 
$
55,143

 
$
8,917

 
16.2
 %
Real estate taxes
 
9,670

 
7,217

 
2,453

 
34.0
 %
Operating expenses
 
8,335

 
7,382

 
953

 
12.9
 %
Depreciation and amortization
 
22,914

 
19,178

 
3,736

 
19.5
 %
General and administrative expense
 
4,020

 
5,395

 
(1,375
)
 
(25.5
)%
Gain on sale of real estate
 
4,536

 
258

 
4,278

 
NM

Earnings from unconsolidated joint ventures
 
13,977

 
455

 
13,522

 
NM

Interest expense and amortization of deferred financing fees
 
10,480

 
8,987

 
1,493

 
16.6
 %
Gain on remeasurement of unconsolidated joint ventures
 
7,892

 

 
7,892

 
NM

Preferred share dividends
 
1,675

 
1,813

 
(138
)
 
(7.6
)%
 
 
 
 
 
 
 
 
 
NM - Not meaningful
 
 

 
 

 
 

 
 


Total revenue for the three months ended September 30, 2015 , increase d $8.9 million , or 16.2% , from 2014 .  The increase is primarily due to acquisitions completed during the quarter ended September 30, 2015 and in late 2014, as well as the completion of Phase I of Lakeland Park Center offset by $0.9 million related to dispositions.
Real estate tax expense for the three months ended September 30, 2015 increase d $2.5 million , or 34.0% and operating expense increased $1.0 million , or 12.9% from 2014 , primarily due to our acquisitions.

Depreciation and amortization expense for the three months ended September 30, 2015 increase d $3.7 million , or 19.5% , from 2014 .  The increase was primarily related to our acquisitions completed during the three months ended September 30, 2015 and late 2014 as well as new development completion and other capital improvements.

General and administrative expense for the three months ended September 30, 2015 decrease d $1.4 million or 25.5% from 2014 .  The decrease was primarily due to a decrease in costs associated with our long-term incentive plans which are based on our stock price performance relative to a group of our peers and the reversal of long-term compensation expense related to the resignation of our Chief Financial Officer in September 2015.

Gain on sale of real estate was $ 4.5 million for the three months ended September 30, 2015 and is related to the sale of the Conyers Crossing Shopping Center and an associated land parcel.

Earnings from unconsolidated joint ventures for the three months ended September 30, 2015 increase d $13.5 million . The increase was related to the acquisitions during the quarter of our partner's interest in six properties held in the Ramco 450 Venture LLC ("Ramco 450"), the sale of our interest to our partner of one property from Ramco 450 and our acquisition of our partner's interest in one property held in the Ramco/Lion Venture L.P. The sales resulted in a gain to the joint ventures of $67.3 million of which our share was $13.6 million. Refer to Note 4 for additional information regarding unconsolidated joint venture property sales.

Interest expense for the three months ended September 30, 2015 increase d $1.5 million from 2014 primarily due to new senior unsecured notes, and higher average loan balances on our revolving credit facility, offset in part by a net reduction in mortgage debt balances and the reversal of default interest related to the modification of mortgage debt on one property. Refer to Note 5 for additional information related to our debt.

Gain on remeasurement of unconsolidated joint ventures for the three months ended September 30, 2015 was $7.9 million , triggered by our acquisition of our partner's interest in seven properties. The gain on remeasurement is calculated based on the difference between the carrying value and the fair value of our previously held equity investment in the properties.


Page 23 of 35







Preferred share dividends decreased $0.1 million , or 7.6% from 2014 due to lower number of outstanding preferred shares after the conversion of shares in April 2015.

Comparison of nine months ended September 30, 2015 to 2014

The following summarizes certain line items from our unaudited condensed consolidated statements of operations that we believe are important in understanding our operations and/or those items that have significantly changed in the nine months ended September 30, 2015 as compared to the same period in 2014 :

 
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
Dollar
Change

 
Percent
Change

 
 
(In thousands)
 
 
Total revenue
 
$
183,212

 
$
155,206

 
$
28,006

 
18.0
 %
Real estate taxes
 
27,791

 
21,931

 
5,860

 
26.7
 %
Operating expenses
 
24,166

 
20,964

 
3,202

 
15.3
 %
Depreciation and amortization
 
64,397

 
60,577

 
3,820

 
6.3
 %
General and administrative expense
 
14,368

 
16,095

 
(1,727
)
 
(10.7
)%
Provision for impairment
 
2,521

 

 
2,521

 
NM

Gain on sale of real estate
 
8,005

 
2,930

 
5,075

 
NM

Earnings (loss) from unconsolidated joint ventures
 
16,972

 
(336
)
 
17,308

 
5,151.2
 %
Interest expense and amortization of deferred financing fees
 
31,171

 
24,991

 
6,180

 
24.7
 %
Gain on remeasurement of unconsolidated joint ventures
 
7,892

 
117

 
7,775

 
NM

Gain (loss) on extinguishment of debt
 
1,414

 
(860
)
 
2,274

 
NM

Preferred share dividends and conversion costs
 
5,662

 
5,438

 
224

 
4.1
 %
 
 
 
 
 
 
 
 
 
NM - Not meaningful
 
 
 
 
 
 
 
 

Total revenue for the nine months ended September 30, 2015 , increase d $28.0 million , or 18.0% , from 2014 .  The increase is primarily due to acquisitions completed during the three months ended September 30, 2015 and in late 2014 and the completion of Phase I of Lakeland Park Center.
Real estate tax expense for the nine months ended September 30, 2015 increased $5.9 million , or 26.7% and operating expense increased $3.2 million , or 15.3% from 2014 , primarily due to our acquisitions.

Depreciation and amortization expense for the nine months ended September 30, 2015 increased $3.8 million , or 6.3% , from 2014 .  The increase was primarily related to a $10.8 million increase from our acquisitions in 2015 and 2014, new development completion and other capital activities offset by a decrease of $7.0 million related to sold properties and accelerated depreciation for demolition of certain centers undergoing redevelopment in 2014.

General and administrative expense for the nine months ended September 30, 2015 decreased $1.7 million or 10.7% from 2014 .  The decrease was primarily due to a decrease in costs associated with our long-term incentive plans which are based on our stock price performance relative to a group of our peers and the reversal of long-term compensation expense related to the resignation of our Chief Financial Officer in September 2015

Impairment provisions of $2.5 million recorded in 2015 relate to adjustments to the sales price assumptions for certain undeveloped land parcels available for sale at a development property that were sold during the second quarter 2015.

Gain on sale of real estate was $ 8.0 million for the nine months ended September 30, 2015 . We recorded a gain of $3.2 million related to the sale of land at Gaines Marketplace and $4.5 million related to the sale of the Conyers Crossing Shopping Center and an associated land parcel.

Earnings from unconsolidated joint ventures for the nine months ended September 30, 2015 increased $17.3 million . In 2015, we recognized gain on sale of nine properties of which our share was approximately $15.9 million. In 2014, we recorded accelerated depreciation expense as a result of the demolition of a portion of centers for redevelopment and additional proceeds related to the

Page 24 of 35







2011 sale of a joint venture property. Refer to Note 4 for additional information regarding unconsolidated joint venture property sales.

Interest expense for the nine months ended September 30, 2015 increase d $6.2 million from 2014 primarily due to a new senior unsecured note and higher average loan balances.

Gain on remeasurement of unconsolidated joint ventures for the nine months ended September 30, 2015 was $7.9 million , triggered by our acquisition of our partner's equity interest in seven properties. The gain on remeasurement is calculated based on the difference between the carrying value and the fair value of our previously held equity investment in the properties. In 2014 we recognized a similar gain of $0.1 million .

In 2015 we recorded a $1.4 million gain on extinguishment of debt related to the write-off of debt premiums associated with two mortgages that were repaid compared to a loss on extinguishment of debt of $0.9 million in 2014 related to the write-off of deferred financing costs associated with the early payoff of unsecured term loan debt.

Preferred share dividends and conversion costs increased $0.2 million , or 4.1% from 2014 due to the cost associated with the conversion of shares completed in April 2015 offset by lower dividends paid for the second quarter 2015 due to the lower number of outstanding preferred shares.

Liquidity and Capital Resources

Through our controlled equity offering we issued 0.9 million common shares at an average share price of $19.28 and received approximately $17.2 million in net proceeds during the nine months ended September 30, 2015 .  As of September 30, 2015 , there were approximately 3.1 million shares remaining under this program.

Our internally generated funds and distributions from operating centers and other investing activities, augmented by use of our existing lines of credit and equity sales through our controlled equity offering, provide resources to maintain our current operations and assets and pay dividends. Generally, our need to access the capital markets is limited to refinancing debt obligations at or near maturity and funding major capital investments and acquisitions. See “Planned Capital Spending” for more details.

At September 30, 2015 , we had $7.4 million in cash and cash equivalents and $8.4 million in restricted cash. Restricted cash was comprised primarily of funds held in escrow to pay real estate taxes, insurance premiums, the conditional sale of a property and certain capital expenditures.

Short-Term Liquidity Requirements

Our short-term liquidity needs are met primarily from rental and recovery income and consist primarily of funds necessary to pay operating expenses associated with our operating properties, interest and scheduled principal payments on our debt, quarterly dividend payments (including distributions to Operating Partnership unit holders ("OP")) and capital expenditures related to tenant improvements and redevelopment activities.  We believe that our retained cash flow from operations along with availability under our revolving credit facility is sufficient to meet these obligations.

Our next scheduled debt maturities are in the second quarter of 2016.  As opportunities arise and market conditions permit, we will continue to pursue the strategy of selling mature properties or non-core assets that no longer meet our investment criteria.  Our ability to obtain acceptable selling prices and satisfactory terms and financing will impact the timing of future sales.  We anticipate using net proceeds from the sale of properties to reduce outstanding debt and support current and future growth initiatives.

Long-Term Liquidity Requirements

Our long-term liquidity needs consist primarily of funds necessary to pay indebtedness at maturity, potential acquisitions of properties, redevelopment of existing properties, the development of land and non-recurring capital expenditures.

As of September 30, 2015 , $221.5 million was available to be borrowed under our unsecured revolving credit facility subject to continuing compliance with maintenance covenants that may affect availability.


Page 25 of 35







For the nine months ended September 30, 2015 , our cash flows were as follows compared to the same period in 2014 :
 
Nine Months Ended September 30,
 
2015
 
2014
 
(In thousands)
Cash provided by operating activities
$
76,560

 
$
77,611

Cash used in investing activities
(162,470
)
 
(310,949
)
Cash provided by financing activities
83,988

 
239,369

 
 
 
 

Operating Activities

Net cash provided by operating activities decreased $1.1 million in 2015 compared to 2014 primarily due to:

Operating income increased $15.5 million as a result of our acquisitions and leasing activity at our shopping centers; offset by
an overall increase in accounts receivable and net other assets of $2.5 million ;
an decrease in accounts payable and other liabilities of approximately $11.5 million ;
a decrease in long-term and share-based compensation expense of $2.3 million; and
an increase in net interest expense of approximately $5.3 million due to higher average loan balances as a result of acquisitions.

Investing Activities

Net cash used in investing activities decreased $148.5 million compared to 2014 primarily due to:

in 2015 we had net proceeds from the sale of real estate of $25.4 million offset by cash used of $152.9 million for acquisitions, compared to net proceeds of $10.8 million and cash used for acquisitions of $263.5 million in the comparable period for 2014 ;
in 2015 development and capital improvements decreased $13.9 million from 2014. Additional costs in 2014 related to Phase I of the Lakeland Park Center ground up construction completed in late 2014;
In 2015 we had net proceeds from the sale of a joint venture property of $8.2 million ;
the change in the restricted cash balance decreased $1.3 million compared to 2014 .

Financing Activities

Net cash provided by financing activities decreased $155.4 million primarily due to:

net increase in debt of $123.6 million in 2015 compared to a net increase of $115.3 million 2014 ;
higher cash dividends to common shareholders by $8.7 million due to the increase in the number of common shares outstanding and a 5.0% increase in our quarterly dividend compared to 2014 ;
repayment of a capital lease obligation of $0.4 million ; and
decreased proceeds of $153.3 million from common stock issued under our ongoing controlled equity offering.



Page 26 of 35







Dividends and Equity

We believe that we currently qualify, and we intend to continue to qualify in the future as a REIT under the Internal Revenue Code of 1986, as amended (the "Code”).  Under the Code, as a REIT we must distribute annually to our shareholders at least 90% of our REIT taxable income annually, excluding net capital gains.  Our dividend policy is set by our Board of Trustees, which monitors our financial results and financial position quarterly.

On August 10, 2015 , our Board of Trustees declared a quarterly cash dividend distribution of $0.21 per common share paid to common shareholders of record on September 21, 2015 , a 5.0% increase from the same period in 2014 .  Future dividends will be declared at the discretion of our Board of Trustees.  On an annual basis, we intend to make distributions to shareholders of at least 90% of our REIT taxable income, excluding net capital gains, in order to maintain our qualification as a REIT.  On an annualized basis, our current dividend is above our estimated minimum required distribution.

Distributions paid by us are funded from cash flows from operating activities. To the extent that cash flows from operating activities are insufficient to pay total distributions for any period, alternative funding sources such as sales of real estate and bank borrowings may be used.  We expect that distribution requirements for an entire year will be met with cash flows from operating activities.  

Additionally, we declared a quarterly cash dividend of $0.90625 per preferred share to preferred shareholders of record on September 21, 2015 , unchanged from the per share dividend declared for the same period in 2014 .
 
Nine Months Ended September 30,
 
2015
 
2014
 
(In thousands)
Cash provided by operating activities
$
76,560

 
$
77,611

 
 
 
 
Cash distributions to preferred shareholders
$
(5,300
)
 
$
(5,438
)
Cash distributions to common shareholders
(47,259
)
 
(38,540
)
Cash distributions to operating partnership unit holders
(1,348
)
 
(1,267
)
Total distributions
(53,907
)
 
(45,245
)
 
 
 
 
Surplus
$
22,653

 
$
32,366

 
 
 
 

For the nine months ended September 30, 2015 , we issued 0.9 million common shares through our controlled equity offering generating $17.2 million in net proceeds, after sales commissions and fees of $0.3 million .  We used the net proceeds for general corporate purposes including the repayment of debt.  We have registered up to 8.0 million common shares for issuance from time to time, in our sole discretion, through our controlled equity offering sales agreement, of which 3.1 million shares remained unsold as of September 30, 2015 .  The shares issued in the controlled equity offering are registered with the Securities and Exchange Commission (“SEC”) on our registration statement on Form S-3 (No. 333-190546).

Debt

At September 30, 2015 , we had seven interest rate swap agreements in effect for an aggregate notional amount of $210.0 million converting a portion of our floating rate corporate debt to fixed rate debt.  After taking into account the impact of converting our variable rate debt to fixed rate debt by use of the interest rate swap agreements, at September 30, 2015 , we had $153.1 million variable rate debt outstanding.

At September 30, 2015 , we had $323.4 million of fixed rate mortgage loans encumbering certain consolidated properties.  For further information on the fixed rate mortgages and other debt, refer to Note 5 of the condensed consolidated financial statements.

We have a $350.0 million unsecured revolving credit facility that had $221.5 million available to be drawn, subject to certain covenants, as of September 30, 2015 . For further information on the credit facility and other debt, refer to Note 5 of the condensed consolidated financial statements.


Page 27 of 35







Off Balance Sheet Arrangements

Real Estate Joint Ventures
 
We consolidate entities in which we own less than 100% equity interest if we have a controlling interest or are the primary beneficiary in a variable interest entity, as defined in the Consolidation Topic of FASB ASC 810.  From time to time, we enter into joint venture arrangements from which we believe we can benefit by owning a partial interest in one or more properties.

As of September 30, 2015 , we had four equity investments in unconsolidated joint ventures in which we owned 30% or less of the total ownership interest and accounted for these entities under the equity method. Refer to Note 4 of the notes to the condensed consolidated financial statements for more information.

We review our equity investments in unconsolidated entities for impairment on a venture-by-venture basis whenever events or changes in circumstances indicate that the carrying value of the equity investment may not be recoverable.  In testing for impairment of these equity investments, we primarily use cash flow models, discount rates, and capitalization rates to estimate the fair value of properties held in joint ventures, and we also estimate the fair value of the debt of the joint ventures based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment by management is applied when determining whether an equity invest in an unconsolidated entity is impaired and, if so, the amount of the impairment.  Changes to assumptions regarding cash flows, discount rates, or capitalization rates could be material to our condensed consolidated financial statements.
 
We are engaged by our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received.  

Contractual Obligations

The following are our contractual cash obligations as of September 30, 2015 :
 
Payments due by period
Contractual Obligations
Total
 
Less than
1 year (1)
 
1-3 years
 
3-5 years
 
More than
5 years
 
(In thousands)
Mortgages and notes payable:
 
 
 
 
 
 
 
 
 
Scheduled amortization
$
22,820

 
$
878

 
$
9,431

 
$
5,264

 
$
7,247

Payments due at maturity
1,073,686

 

 
379,688

 
102,865

 
591,133

  Total mortgages and notes payable (2)
1,096,506

 
878

 
389,119

 
108,129

 
598,380

Interest expense (3)
313,848

 
11,161

 
116,105

 
57,164

 
129,418

Employment contracts
1,709

 
169

 
1,540

 

 

Capital lease (4)
1,800

 
100

 
300

 
200

 
1,200

Operating leases
2,469

 
154

 
1,886

 
429

 

Construction commitments
13,517

 
13,517

 

 

 

Total contractual obligations
$
1,429,849

 
$
25,979

 
$
508,950

 
$
165,922

 
$
728,998

 
 
 
 
 
 
 
 
 
 
(1)  
Amounts represent balance of obligation for the remainder of 2015 .
(2)  
Excludes $ 7.4 million of unamortized mortgage debt premium.
(3)  
Variable-rate debt interest is calculated using rates at September 30, 2015 .
(4)  
Includes interest payments associated with the capital lease obligation.

We anticipate that the combination of cash on hand, cash provided from operating activities, the availability under our revolving credit facility ( $221.5 million at September 30, 2015 subject to compliance with covenants), our access to the capital markets, and the sale of existing properties will satisfy our expected working capital and capital expenditure requirements through at least the next 12 months.  Although we believe that the combination of factors discussed will provide sufficient liquidity, no assurance can be given.

At September 30, 2015 , we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Page 28 of 35








Mortgages and notes payable

See the analysis of our debt included in “Liquidity and Capital Resources”.

Employment Contracts

At September 30, 2015 , we had employment contracts with our Chief Executive Officer and Chief Operating Officer that contain minimum guaranteed compensation.  All other employees are subject to at-will employment.

Operating and Capital Leases

We lease office space for our corporate headquarters under an operating lease that expires in August 2019.

We have a capital lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky. The lease provides for fixed annual payments of $0.1 million through maturity in December 2032, at which time we can acquire the center for one dollar.

Construction Costs

In connection with the development and expansion of various shopping centers as of September 30, 2015 , we have entered into agreements for construction activities with an aggregate cost of approximately $13.5 million .

Planned Capital Spending

We are focused on our core strengths of enhancing the value of our existing portfolio of shopping centers through successful leasing efforts and the completion of our development and redevelopment projects currently in process.

In addition to the construction agreements of approximately $13.5 million we have entered into as of September 30, 2015 , we anticipate spending an additional $6.1 million for the remainder of 2015 for development and redevelopment projects, tenant improvements, and leasing costs.  Estimates for future spending will change as new projects are approved.

Disclosures regarding planned capital spending, including estimates regarding timing of tenant openings, capital expenditures and occupancy are forward-looking statements and certain significant factors discussed elsewhere in this document and our other filings with the SEC, including our Annual Report on Form 10-K could cause the actual results to differ materially.

Capitalization

At September 30, 2015 our total market capitalization was $2.4 billion and is detailed below:
 
(in thousands)
Net debt (including property-specific mortgages, unsecured revolving credit facility, term loans and capital lease obligation net of $7.4 million in cash)
$
1,090,241

Common shares, OP units, and dilutive securities based on market price of $15.01 at September 30, 2015
1,223,795

Convertible perpetual preferred shares based on market price of $55.67 at September 30, 2015
102,934

Total market capitalization
$
2,416,970

 
 
Net debt to total market capitalization
45.1
%
 
 

Outstanding letters of credit issued under our revolving credit facility totaled approximately $3.5 million at September 30, 2015 .

At September 30, 2015 , the non-controlling interest in the Operating Partnership represented a 2.66% ownership in the Operating Partnership.  The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis.  We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our common shares of beneficial interest.  Assuming the exchange of all OP Units, there would have been approximately 81,335,274 common shares of beneficial interest outstanding at September 30, 2015 , with a market value of approximately $1.2 billion.


Page 29 of 35







Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations.   Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to mitigate the negative impact of inflation in the near term.  Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur.  Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on percentage of its sales).  Significant inflation rate increases over a prolonged period of time may have a material adverse impact on our business.

Non-GAAP Financial Measures

Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operations results. We believe these additional measures provide users of our financial information additional comparable indicators of our industry, as well as, our performance.

Funds from Operations

We consider funds from operations, also known as “FFO”, to be an appropriate supplemental measure of the financial performance of an equity REIT.  Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property and excluding impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.

Also, we consider “Operating FFO” a meaningful, additional measure of financial performance because it excludes acquisition costs and periodic items such as impairment provisions on land available for development or sale, bargain purchase gains, and gains or losses on extinguishment of debt that are not adjusted under the current NAREIT definition of FFO.  We provide a reconciliation of FFO to Operating FFO. FFO and Operating FFO should not be considered alternatives to GAAP net income available to common shareholders or as alternatives to cash flow as measures of liquidity.

While we consider FFO and Operating FFO useful measures for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable.

We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common shareholders.  FFO and Operating FFO do not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties.  In addition, FFO and Operating FFO do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs, including the payment of dividends.  FFO and Operating FFO are simply used as additional indicators of our operating performance.  


Page 30 of 35







The following table illustrates the calculations of FFO and Operating FFO:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands, except per share data)
Net income available to common shareholders
 
$
31,991

 
$
4,270

 
$
44,761

 
$
4,403

Adjustments:
 
 
 
 
 
 
 
 
Rental property depreciation and amortization expense
 
22,878

 
19,106

 
64,285

 
60,252

Pro-rata share of real estate depreciation from unconsolidated joint ventures
 
296

 
679

 
1,694

 
4,123

Gain on sale of depreciable real estate
 
(3,871
)
 

 
(4,169
)
 
(2,466
)
Gain on sale of joint venture depreciable real estate (1)
 
(13,645
)
 

 
(15,884
)
 

Gain on remeasurement of unconsolidated joint ventures  (2)
 
(7,892
)
 

 
(7,892
)
 
(117
)
Noncontrolling interest in Operating Partnership (3)
 
940

 
180

 
1,416

 
303

FFO
 
$
30,697

 
$
24,235

 
$
84,211

 
$
66,498

 
 
 
 
 
 
 
 
 
Provision for impairment on land available for development or sale
 
$

 
$

 
$
2,521

 
$

(Gain ) loss on extinguishment of debt
 
(27
)
 

 
(1,414
)
 
860

Gain on extinguishment of joint venture debt (1)
 

 

 

 
(106
)
  Acquisition costs
 
267

 
1,189

 
574

 
1,722

Preferred share conversion costs
 

 

 
500

 

Operating FFO
 
$
30,937

 
$
25,424

 
$
86,392

 
$
68,974

 
 
 
 
 
 
 
 
 
Weighted average common shares
 
79,162

 
74,840

 
78,742

 
70,283

Shares issuable upon conversion of Operating Partnership Units (3)
 
2,226

 
2,250

 
2,240

 
2,252

Dilutive effect of securities
 
184

 
240

 
197

 
237

Subtotal
 
81,572

 
77,330

 
81,179

 
72,772

Shares issuable upon conversion of preferred shares  (4)
 
6,535

 
7,005

 
6,719

 
7,005

Weighted average equivalent shares outstanding, diluted
 
88,107

 
84,335

 
87,898

 
79,777

 
 
 
 
 
 
 
 
 
Diluted earnings per share (5)
 
$
0.38

 
$
0.06

 
$
0.57

 
$
0.06

FFO per share adjustments to net income available to common shareholders including preferred share dividends
 
(0.01
)
 
0.25

 
0.45

 
0.84

FFO per share, diluted (6)(7)
 
$
0.37

 
$
0.31

 
$
1.02

 
$
0.90

 
 
 
 
 
 
 
 
 
Per share adjustments to FFO
 

 
0.01

 
0.02

 
0.03

Operating FFO per share, diluted (7)
 
$
0.37

 
$
0.32

 
$
1.04

 
$
0.93

 
 
 
 
 
 
 
 
 
(1)  
Amount included in earnings (loss) from unconsolidated joint ventures.
(2)  
During the third quarter 2015, we purchased our partner's interest in six properties owned by Ramco 450 Venture LLC and one property owned by Ramco/Lion Venture LP. The total gain of $7.9 million represent the difference between the carrying value and the fair value of our previously held equity investment in the properties.
(3)  
The total non-controlling interest reflects OP units convertible 1:1 into common shares.
(4)  
Series D convertible preferred shares are paid annual dividends of $6.7 million and are currently convertible into approximately 6.5 million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $0.26 per diluted share per quarter, which was the case for earnings per share ("EPS") for the three months ended September 30, 2015 and FFO for the three and nine months ended September 30, 2015. The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred shares on FFO and earnings per share in future periods.
(5)  
The denominator to calculate diluted earnings per share excludes shares issuable upon conversion of Operating Partnership Units for all periods reported and preferred shares for the three months ended September 30, 2014 and the nine months ended September 30, 2015 and 2014.
(6)  
Nine Months Ended September 30, 2015 includes $0.04 per share attributable to gain on sale of land at Gaines Marketplace.
(7)  
FFO and Operating FFO, per diluted share calculated for the three and nine months ended September 30, 2015 includes the adjustment of $1.7 million and $5.2 million, respectively, in dividends related to convertible preferred shares. FFO and Operating FFO, per diluted share calculated for the three and nine months ended September 30, 2014 includes the adjustment of $1.8 million and $5.4 million respectively, in dividends related to convertible preferred shares.

Page 31 of 35







Same Property Operating Income

Same Property Operating Income ("Same Property NOI") is a supplemental non-GAAP financial measure of real estate companies' operating performance. Same Property NOI is considered by management to be a relevant performance measure of our operations because it includes only the NOI of comparable properties for the reporting period. Same Property NOI is calculated using consolidated operating income and adjusted to exclude management and other fee income, depreciation and amortization, general and administrative expense, provision for impairment and non-comparable income/expense adjustments such as straight-line rents, lease termination fees, above/below market rents, and other non-comparable operating income and expense adjustments.

Same Property NOI should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity.  Our method of calculating Same Property NOI may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following is a summary of our wholly owned properties by classification:
 
 
Three Months Ended
 
Nine Months Ended
Property Designation
 
September 30, 2015 and 2014
 
September 30, 2015 and 2014
Same property
 
57
 
56
Acquisitions (1)
 
11
 
11
Completed developments  (1)
 
1
 
1
Non-retail properties (2)
 
1
 
1
Redevelopment (3)
 
3
 
4
Total wholly owned properties
 
73
 
73
 
 
 
 
 
(1) Properties were not owned in both comparable periods.
(2) Office building.
(3)  Properties under construction primarily related to re-tenanting resulting in reduced rental income.
 
 
 
 
 
Acquisition and redevelopment properties removed from the pool will not be added until owned and operated or construction is complete for the entirety of both periods being compared.

The following is a reconciliation of our Operating Income to Same Property NOI:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
 
 
Operating income
$
18,854

 
$
14,782

 
$
49,395

 
$
33,917

 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Management and other fee income
(312
)
 
(582
)
 
(1,422
)
 
(1,528
)
Depreciation and amortization
22,914

 
19,178

 
64,397

 
60,577

Acquisition costs
267

 
1,189

 
574

 
1,722

General and administrative expenses
4,020

 
5,395

 
14,368

 
16,095

Provision for impairment

 

 
2,521

 

Properties excluded from pool - Non-Same Center (1)
(11,257
)
 
(5,706
)
 
(27,263
)
 
(11,234
)
Non-comparable income/expense adjustments (2)
(2,240
)
 
(2,699
)
 
(5,798
)
 
(5,094
)
Same Property NOI
$
32,246

 
$
31,557

 
$
96,772

 
$
94,455

 
 
 
 
 
 
 
 
Period-end Occupancy percent
93.9
%
 
95.1
%
 
93.9
%
 
95.1
%

(1) Includes $8.5 million and $3.1 million for the three months ended September 30, 2015 and 2014, respectively and $19.0 million and $3.0 million for the nine months ended September 30, 2015 and 2014, respectively, for eleven acquisitions during the periods being compared.
(2) Includes adjustments for items that affect the comparability of the same property NOI results. Such adjustments include: straight-line rents, lease termination fee, above/below market rents, public improvement fee income and prior-period recovery income adjustments.


Page 32 of 35







Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We have exposure to interest rate risk on our variable rate debt obligations.  Based on market conditions, we may manage our exposure to interest rate risk by entering into interest rate swap agreements to hedge our variable rate debt.  We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks.  Based on our debt and interest rates and interest rate swap agreements in effect at September 30, 2015 , a 100 basis point change in interest rates would impact our future earnings and cash flows by approximately $1.5 million annually.  We believe that a 100 basis point increase in interest rates would decrease the fair value of our total outstanding debt by approximately $6.6 million at September 30, 2015 .

We had interest rate swap agreements with an aggregate notional amount of $210.0 million as of September 30, 2015 .  The agreements provided for swapping one-month LIBOR to fixed interest rates ranging from 1.2% to 2.2% and had expirations ranging from April 2016 to May 2020 .  The following table sets forth information as of September 30, 2015 concerning our long-term debt obligations, including principal cash flows by scheduled amortization payment and scheduled maturity, weighted average interest rates of maturing amounts and fair market value:
 
 
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
 
Fair
Value
(In thousands)
Fixed-rate debt
 
$
878

 
$
35,891

 
$
129,096

 
$
99,132

 
$
5,860

 
$
672,524

 
$
943,381

 
$
971,008

Average interest rate
 
5.7
%
 
5.8
%
 
5.5
%
 
3.9
%
 
6.8
%
 
4.2
%
 
4.4
%
 
4.0
%
Variable-rate debt
 
$

 
$

 
$

 
$
125,000

 
$

 
$
28,125

 
$
153,125

 
$
153,125

Average interest rate
 

 

 

 
1.6
%
 

 
3.6
%
 
1.9
%
 
1.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment is required to develop estimated fair values of financial instruments.  The table incorporates only those exposures that exist at September 30, 2015 and does not consider those exposures or positions which could arise after that date or firm commitments as of such date.  Therefore, the information presented therein has limited predictive value.  Our actual interest rate fluctuations will depend on the exposures that arise during the period and on market interest rates at that time.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the  Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer or the Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and therefore management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an assessment as of September 30, 2015 of the effectiveness of the design and operation of our disclosure controls and procedures.  This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Accounting Officer (Principal Accounting Officer).  Based on such evaluation, our management, including our Chief Executive Officer and Chief Accounting Officer, concluded that such disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2015 .

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2015 , there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Page 33 of 35







PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently involved in certain litigation arising in the ordinary course of business. We do not believe that any of this litigation will have a material effect on our consolidated financial statements. There are no material pending governmental proceedings.

Item 1A.  Risk Factors

You should review our Annual Report on Form 10-K for the year ended December 31, 2014 which contains a detailed description of risk factors that may materially affect our business, financial condition or results of operations.

Item 6. Exhibits

Exhibit No.
Description
 
 
10.1*
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated September 30, 2015
12.1*
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
 
31.1*
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2*
Certification of CAO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1*
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
32.2*
Certification of CAO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
101.INS (1)
XBRL Instance Document.
101.SCH (1)
XBRL Taxonomy Extension Schema.
101.CAL (1)
XBRL Taxonomy Extension Calculation.
101.DEF (1)
XBRL Taxonomy Extension Definition.
101.LAB (1)
XBRL Taxonomy Extension Label.
101.PRE (1)
XBRL Taxonomy Extension Presentation.
____________________________
*
Filed herewith
**
Management contract or compensatory plan or arrangement
(1)  
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability thereunder.


Page 34 of 35







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
RAMCO-GERSHENSON PROPERTIES TRUST
 
 
Date: October 30, 2015
By: DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date: October 30, 2015
By: DEBORAH R. CHEEK
Deborah R. Cheek
Chief Accounting Officer
(Principal Accounting Officer)

Page 35 of 35




Exhibit 10.1


Execution Version






RAMCO‑GERSHENSON PROPERTIES, L.P.


$50,000,000 4.09% Senior Guaranteed Notes, Series A, due 2025
$25,000,000 4.05% Senior Guaranteed Notes, Series B, due 2024
$25,000,000 4.28% Senior Guaranteed Notes, Series C, due 2026



______________________


NOTE PURCHASE AGREEMENT


______________________


Dated September 30, 2015










4186698



TABLE OF CONTENTS
SECTION    HEADING    PAGE
SECTION 1.
AUTHORIZATION OF NOTES    1
SECTION 2.
SALE AND PURCHASE OF NOTES    1
SECTION 3.
CLOSING    2
SECTION 4.
CONDITIONS TO CLOSING    2
Section 4.1.
Representations and Warranties    2
Section 4.2.
Performance; No Default    2
Section 4.3.
Compliance Certificates    3
Section 4.4.
Opinions of Counsel    3
Section 4.5.
Purchase Permitted by Applicable Law, Etc    3
Section 4.6.
Sale of Other Notes    3
Section 4.7.
Payment of Special Counsel Fees    3
Section 4.8.
Private Placement Number    4
Section 4.9.
Changes in Corporate Structure    4
Section 4.10.
Funding Instructions    4
Section 4.11.
Proceedings and Documents    4
Section 4.12.
Subsidiary Guaranties    4

- i -



SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY    4
Section 5.1.
Organization; Power and Authority    4
Section 5.2.
Authorization, Etc    5
Section 5.3.
Disclosure    5
Section 5.4.
Organization and Ownership of Shares of Subsidiaries; Affiliates    5
Section 5.5.
Financial Statements; Material Liabilities    6
Section 5.6.
Compliance with Laws, Other Instruments, Etc    6
Section 5.7.
Governmental Authorizations, Etc    7
Section 5.8.
Litigation; Observance of Agreements, Statutes and Orders    7
Section 5.9.
Taxes    7
Section 5.10.
Title to Property; Leases    7
Section 5.11.
Licenses, Permits, Etc    8
Section 5.12.
Compliance with ERISA    8
Section 5.13.
Private Offering by the Company    9
Section 5.14.
Use of Proceeds; Margin Regulations    9
Section 5.15.
Existing Indebtedness; Future Liens    9
Section 5.16.
Foreign Assets Control Regulations, Etc    10

- ii -



Section 5.17.
Status under Certain Statutes    12
Section 5.18.
Environmental Matters    12
Section 5.19.
Solvency    12
Section 5.20.
Contribution Agreement    13
Section 5.21.
No Fraudulent Intent    13
Section 5.22.
Transaction in Best Interests of Company; Consideration    13
Section 5.23.
Partners and the Trust    13
SECTION 6.
REPRESENTATIONS OF THE PURCHASERS    13
Section 6.1.
Purchase for Investment    13
Section 6.2.
Source of Funds    14
SECTION 7.
INFORMATION AS TO COMPANY    15
Section 7.1.
Financial and Business Information    15
Section 7.2.
Officer’s Certificate    18
Section 7.3.
Visitation    19
Section 7.4.
Electronic Delivery    19
SECTION 8.
PAYMENT AND PREPAYMENT OF THE NOTES    20
Section 8.1.
Maturity    20

- iii -



Section 8.2.
Optional Prepayments with Make-Whole Amount    20
Section 8.3.
Allocation of Partial Prepayments    21
Section 8.4.
Maturity; Surrender, Etc.    21
Section 8.5.
Purchase of Notes    21
Section 8.6.
Make-Whole Amount    21
Section 8.7.
Payments Due on Non-Business Days    23
Section 8.8.
Change of Control Prepayment    23
SECTION 9.
AFFIRMATIVE COVENANTS    24
Section 9.1.
Compliance with Laws    24
Section 9.2.
Insurance    24
Section 9.3.
Maintenance of Properties    24
Section 9.4.
Payment of Taxes and Claims    25
Section 9.5.
Corporate Existence, Etc.    25
Section 9.6.
Books and Records    25
Section 9.7.
Subsidiary Guarantors    26
Section 9.8.
Most Favored Lender    27
Section 9.9.
Purchasers Covenant Related to Subsidiary Guaranty    28
SECTION 10.
NEGATIVE COVENANTS    28

- iv -



Section 10.1.
Transactions with Affiliates    28
Section 10.2.
Merger, Consolidation, Etc.    28
Section 10.3.
Line of Business    29
Section 10.4.
Terrorism Sanctions Regulations    29
Section 10.5.
Liens    30
Section 10.6.
Subsidiary Indebtedness    31
Section 10.7.
Limitation on Indebtedness    31
Section 10.8.
Limitation on Priority Indebtedness    31
Section 10.9.
Limitation on Unsecured Indebtedness    31
Section 10.10.
Fixed Charge Ratio    31
Section 10.11.
Sale of Assets    32
Section 10.12.
Restriction on Certain Investments    32
Section 10.13.
Development Activity    33
SECTION 11.
EVENTS OF DEFAULT    34
SECTION 12.
REMEDIES ON DEFAULT, ETC.    37
Section 12.1.
Acceleration    37
Section 12.2.
Other Remedies    37
Section 12.3.
Rescission    37

- v -



Section 12.4.
No Waivers or Election of Remedies, Expenses, Etc.    38
SECTION 13.
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES    38
Section 13.1.
Registration of Notes    38
Section 13.2.
Transfer and Exchange of Notes    38
Section 13.3.
Replacement of Notes    39
SECTION 14.
PAYMENTS ON NOTES    39
Section 14.1.
Place of Payment    39
Section 14.2.
Home Office Payment    39
SECTION 15.
EXPENSES, ETC.    40
Section 15.1.
Transaction Expenses    40
Section 15.2.
Survival    41
SECTION 16.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT    41
SECTION 17.
AMENDMENT AND WAIVER    41
Section 17.1.
Requirements    41
Section 17.2.
Solicitation of Holders of Notes    42

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Section 17.3.
Binding Effect, Etc.    42
Section 17.4.
Notes Held by Company, Etc.    42
SECTION 18.
NOTICES    43
SECTION 19.
REPRODUCTION OF DOCUMENTS    43
SECTION 20.
CONFIDENTIAL INFORMATION    44
SECTION 21.
SUBSTITUTION OF PURCHASER    45
SECTION 22.
TRUST GUARANTY    45
Section 22.1.
Guaranty    45
Section 22.2.
Guaranty Obligations Unconditional    46
Section 22.3.
Guaranties Endorsed on the Notes    48
SECTION 23.
MISCELLANEOUS    48
Section 23.1.
Successors and Assigns    48
Section 23.2.
Accounting Terms    48
Section 23.3.
Severability    49
Section 23.4.
Construction, Etc.    49
Section 23.5.
Counterparts    49

- vii -



Section 23.6.
Governing Law    49
Section 23.7.
Jurisdiction and Process; Waiver of Jury Trial    49
Section 23.8.
Trust Exculpation    50



- viii -



SCHEDULE A    —    INFORMATION RELATING TO PURCHASERS

SCHEDULE B     —     DEFINED TERMS

SCHEDULE 1-A    —    FORM OF 4.09% SENIOR GUARANTEED NOTE, SERIES A, DUE 2025

SCHEDULE 1-B    —    FORM OF 4.05% SENIOR GUARANTEED NOTE, SERIES B, DUE 2024

SCHEDULE 1-C    —    FORM OF 4.28% SENIOR GUARANTEED NOTE, SERIES C, DUE 2026

SCHEDULE 4.4(a)    —    FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY

SCHEDULE 4.4(b)    —    FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS

SCHEDULE 5.4    —    SUBSIDIARIES AND CERTAIN AGREEMENTS

SCHEDULE 5.5    —    FINANCIAL STATEMENTS

SCHEDULE 5.15    —    EXISTING INDEBTEDNESS

SCHEDULE 5.18    —    ENVIRONMENTAL MATTERS

SCHEDULE 5.23    —    TRUST PROPERTIES

SCHEDULE 10.3    —    LINE OF BUSINESS

SCHEDULE 10.13
—    UNDEVELOPED PROJECTS OF THE COMPANY, THE TRUST AND ITS SUBSIDIARIES




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RAMCO-GERSHENSON PROPERTIES, L.P.
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334

$50,000,000 4.09% Senior Guaranteed Notes, Series A, due 2025
$25,000,000 4.05% Senior Guaranteed Notes, Series B, due 2024
$25,000,000 4.28% Senior Guaranteed Notes, Series C, due 2026


Dated as of September 30, 2015
To Each of the Purchasers Listed in
Schedule A Hereto (each a “Purchaser”
and collectively, the “Purchasers” )
Ladies and Gentlemen:
RAMCO‑GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company” ) and RAMCO‑GERSHENSON PROPERTIES TRUST, a Maryland real estate investment fund (the “Trust” ), jointly and severally agree with each of the Purchasers as follows:
SECTION 1.
AUTHORIZATION OF NOTES.
The Company will authorize the issue and sale of (a) $50,000,000 aggregate principal amount of its 4.09% Senior Guaranteed Notes, Series A, due September 30, 2025 (the “ Series A Notes ”), (b) $25,000,000 aggregate principal amount of its 4.05% Senior Guaranteed Notes, Series B, due November 18, 2024 (the “Series B Notes” ) and (c) $25,000,000 aggregate principal amount of its 4.28% Senior Guaranteed Notes, Series C, due November 18, 2026 (the “ Series C Notes ”; together with the Series A Notes and the Series B Notes, the “ Notes ”); together with the Series A Notes, the “Notes” ) (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Schedule 1-A, Schedule 1-B and Schedule 1‑C , respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B. References to a “Schedule” are references to a Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.
SECTION 2.
SALE AND PURCHASE OF NOTES    .



Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.
SECTION 3.
CLOSING.
The sale and purchase of (a) the Series A Notes to be purchased by each applicable Purchaser shall occur at a Closing on September 30, 2015 (the “First Closing” ) and (b) the Series B Notes and the Series C Notes to be purchased by each applicable Purchaser shall occur at a Closing on November 18, 2015 (the “ Second Closing ”), in each case, at the offices of Chapman and Cutler LLP, 111 W. Monroe Street, Chicago, Illinois 60603, at 10:00 a.m., Chicago time. At each Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) of each series dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number XXXXX, account name: Ramco Gershenson Properties, LP, XXXXXXX. If at the applicable Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Company to tender such Notes. The First Closing and the Second Closing are each referred to herein as a “Closing” and collectively, as the “Closings.”
SECTION 4.
CONDITIONS TO CLOSING.
Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:
Section 4.1.    Representations and Warranties . The representations and warranties of the Company and Guarantors in this Agreement and in the Subsidiary Guaranties shall be correct when made and at such Closing, provided that the Company shall be permitted to make additions and

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

deletions to any of Schedules 5.4, 5.5, 5.15, 5.18, 5.23 or 10.13 after the First Closing but prior to the Second Closing, so long as (a) the Company shall have provided updated copies of the relevant Schedules to each Purchaser at least five (5) Business Days prior to the Second Closing and (b) any such additions or deletions are in all respects satisfactory to each Purchaser as a condition to the Second Closing.
Section 4.2.    Performance; No Default     . The Company and Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement and in the Subsidiary Guaranties required to be performed or complied with by it prior to or at such Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company, the Guarantors nor any of their respective Subsidiaries shall have entered into any transaction since July 31, 2015 that would have been prohibited by Section 10 had such Section applied since such date.
Section 4.3.    Compliance Certificates     .
(a)     Officer’s Certificate . The Company and the Guarantors shall have delivered to such Purchaser Officer’s Certificates, dated the date of such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
(b)     Secretary’s Certificate . The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Subsidiary Guaranties and this Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.
Section 4.4.    Opinions of Counsel     . Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of such Closing (a) from Honigman Miller Schwartz and Cohn LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company and the Guarantors hereby instruct their counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

Section 4.5.    Purchase Permitted by Applicable Law, Etc     . On the date of such Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Section 4.6.    Sale of Other Notes     . Contemporaneously with such Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at such Closing as specified in Schedule A.
Section 4.7.    Payment of Special Counsel Fees     . Without limiting Section 15.1, the Company shall have paid on or before each Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.
Section 4.8.    Private Placement Number     . A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each Series of such Notes.
Section 4.9.    Changes in Corporate Structure     . The Company and the Guarantors shall not have changed their jurisdiction of incorporation or organization, as applicable, or, have been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Section 4.10.    Funding Instructions     . At least three Business Days prior to the date of such Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.
Section 4.11.    Proceedings and Documents     . All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

incident to such transactions (including, without limitation, amendments to certain debt facilities of the Company) relating to determination of unencumbered borrowing base properties shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.
Section 4.12.    Subsidiary Guaranties     . The Company and the Trust will cause each Subsidiary that is required to deliver a Guaranty pursuant to Section 9.7 to deliver a Subsidiary Guaranty on the date hereof.
SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company and the Trust, jointly and severally, represent and warrant to each Purchaser that at each Closing:
Section 5.1.    Organization; Power and Authority     . The Company is a partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Trust is a real estate investment trust duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Trust have the power and authority to own or hold under lease the properties they purport to own or hold under lease, to transact the business they transact and propose to transact, to execute and deliver this Agreement and the Notes, as applicable, and to perform the provisions hereof and thereof. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of section 856 of the Code and has elected to be treated as a real estate investment trust pursuant to the Code.
Section 5.2.    Authorization, Etc     . This Agreement and the Notes have been duly authorized by all necessary limited partnership and trust action on the part of the Company, and the Trust as applicable, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company and the Trust enforceable against the Company and the Trust in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Section 5.3.    Disclosure     . This Agreement (including the schedules hereto), the financial statements described in Section 5.5 and the documents, certificates or other writings (including the financial statements required to be delivered hereunder) delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby (this Agreement and such documents, certificates or other writings and such financial statements delivered to each Purchaser, prior to July 31, 2015, being referred to, collectively, as the “Disclosure Documents” ), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. No representation is made as to the projections other than that the projections are based on information that the Company believes to be accurate and were calculated in a manner the Company believes to be reasonable. Except as disclosed in the Disclosure Documents, since December 31, 2014 there has been no change in the financial condition, operations, business, properties or prospects of the Company, the Trust and their respective Subsidiaries except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.
Section 5.4.    Organization and Ownership of Shares of Subsidiaries; Affiliates      . (a)  Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, (iii) the Trust’s directors and senior officers and (iv) the Trust’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Trust and each other Subsidiary, and identifying whether such Subsidiary is a Subsidiary Guarantor as of the date of the First Closing. The Company has no officers or directors.
(b)    All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company, the Trust and their respective Subsidiaries have been validly issued, are fully paid and non‑assessable and are owned by the Company, the Trust or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

(c)    Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
(d)    No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company, the Trust or any of their Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
Section 5.5.    Financial Statements; Material Liabilities      . The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year‑end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.
Section 5.6.    Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company and the Trust of this Agreement, and the Notes as applicable, will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company, the Trust or any of their respective Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by‑laws, shareholders agreement or any other agreement or instrument to which the Company, the Trust or any of their respective Subsidiaries is bound or by which the Company, the Trust or any of their respective Subsidiaries or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company, the Trust or any of their respective Subsidiaries or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Trust or any of their respective Subsidiaries. The Company is not subject to any borrowing base

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

requirements that are more restrictive than those in the Material Credit Facility described in clause (a) of the definition hereof.
Section 5.7.    Governmental Authorizations, Etc      . No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company or the Trust of this Agreement, or the Notes as applicable.
Section 5.8.    Litigation; Observance of Agreements, Statutes and Orders      . (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Company or the Trust, threatened against or affecting the Company, the Trust or any of their respective Subsidiaries or any property of the Company, the Trust or any of their respective Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)    Neither the Company, the Trust nor any of their respective Subsidiaries is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5.9.    Taxes      . The Company, the Trust and their respective Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company, the Trust or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company, the Trust and their respective Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Company, the Trust and their respective Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2010.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

Section 5.10.    Title to Property; Leases      . The Company, the Trust and their respective Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company, the Trust or any of their respective Subsidiaries after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect except where the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect.
Section 5.11.    Licenses, Permits, Etc      . (a) The Company, the Trust and their respective Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.
(b)    To the best knowledge of the Company, no product or service of the Company, the Trust or any of their respective Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.
(c)    To the best knowledge of the Company and the Trust, there is no Material violation by any Person of any right of the Company, the Trust or any of their respective Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company, the Trust or any of their respective Subsidiaries.
Section 5.12.    Compliance with ERISA      . (a) The Company, the Trust and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company, the Trust nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company, the Trust or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company, the Trust or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

(b)    Neither the Company, the Trust, nor their respective ERISA Affiliates maintain or contribute to any Plan that is subject to Title IV of ERISA.
(c)    The Company, the Trust and their respective ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.
(d)    The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715‑60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company, the Trust and their respective Subsidiaries is not Material.
(e)    The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)‑(D) of the Code. The representation by the Company and the Trust to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.
Section 5.13.    Private Offering by the Company      . Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.
Section 5.14.    Use of Proceeds; Margin Regulations      . The Company will apply the proceeds of the sale of the Notes hereunder for general corporate purposes of the Company and its Subsidiaries, including repayment of existing indebtedness of the Company and its Subsidiaries. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5.00% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5.00% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.
Section 5.15.    Existing Indebtedness; Future Liens      . (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company, the Trust and their respective Subsidiaries as of August 31, 2015 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Except as disclosed in Schedule 5.15, neither the Company, the Trust nor any of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company, the Trust or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company, the Trust or any of their respective Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b)    Except as disclosed in Schedule 5.15, neither the Company, the Trust nor any of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.
(c)    Neither the Company, the Trust nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, the Trust or any of their respective Subsidiaries, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company and the Trust, except as disclosed in Schedule 5.15.
Section 5.16.    Foreign Assets Control Regulations, Etc      . (a) Neither the Company, the Trust, nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury ( “OFAC” ) (an “OFAC Listed Person” ), (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization,

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foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including, but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act ( “CISADA” ) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions” ) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person” ). Neither the Company, the Trust, nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.
(b)    No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company, the Trust or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions.
(c)    Neither the Company, the Trust nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist‑related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti‑Money Laundering Laws” ) or any U.S. Economic Sanctions violations, (ii) to the Company’s or the Trust’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible violation of Anti‑Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti‑Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti‑Money Laundering Laws. The Company and the Trust have established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company, the Trust and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti‑Money Laundering Laws and U.S. Economic Sanctions.
(d)    (1) Neither the Company, the Trust nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti‑corruption related activity under any applicable law or regulation in a U.S. or any non‑U.S. country or jurisdiction, including, but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti‑Corruption

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Laws” ), (ii) to the Company’s or the Trust’s actual knowledge after making due inquiry, is under investigation by any U.S. or non‑U.S. Governmental Authority for possible violation of Anti‑Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti‑Corruption Laws or (iv) has been or is the target of sanctions imposed by the United Nations or the European Union;
(2)    To the Company’s or the Trust’s actual knowledge after making due inquiry, neither the Company, the Trust nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage; and
(3)    No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company and the Trust have established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company, the Trust and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti‑Corruption Laws.
Section 5.17.    Status under Certain Statutes      . Neither the Company, the Trust nor any of their respective Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.
Section 5.18.    Environmental Matters      . Except as set forth in Schedule 5.18:
(a)    Neither the Company, the Trust nor any of their respective Subsidiaries has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim against the Company, the Trust or any of their respective Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

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(b)    Neither the Company, the Trust nor any of their respective Subsidiaries has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(c)    Neither the Company, the Trust, nor any of their respective Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(d)    Neither the Company, the Trust, nor any of their respective Subsidiaries has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(e)    All Buildings on all real properties now owned, leased or operated by the Company, the Trust or any of their respective Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Section 5.19.    Solvency      . As of Closing and after giving effect to the transactions contemplated by this Agreement and the Notes, neither the Company, the Guarantors nor any of their Subsidiaries is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, such Person is able to pay its debts as they become due, and such Person has sufficient capital to carry on its business.
Section 5.20.    Contribution Agreement . The Company has delivered to the Purchasers a true, correct and complete copy of the Contribution Agreement. The Contribution Agreement is in full force and effect in accordance with its terms, there are no material claims resulting from non-performance of the terms thereof or otherwise or any basis for a material claim by any party to the Contribution Agreement, nor has there been any waiver of any material terms thereunder.
Section 5.21.    No Fraudulent Intent      . Neither the execution and delivery of this Agreement or the Notes nor the performance of any actions required hereunder or thereunder is being undertaken by the Company, any Guarantor or any of their respective Subsidiaries with or as a result of any

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actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.
Section 5.22.    Transaction in Best Interests of Company; Consideration      . The transaction evidenced by this Agreement and the Notes is in the best interests of the Company, the Guarantors, each of their respective Subsidiaries and the creditors of such Persons. The direct and indirect benefits to inure to the Company, the Guarantors and each of their respective Subsidiaries pursuant to this Agreement, the Notes and the Subsidiary Guaranties constitute substantially more than “reasonably equivalent value” (as such term is used in section 548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration”, (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Company, the Guarantors and each of their respective Subsidiaries pursuant to this Agreement and the Notes, and but for the willingness of the Guarantors to guaranty the Notes, the Company would be unable to obtain the financing contemplated hereunder which financing will enable the Company and its Subsidiaries to have available financing to refinance existing indebtedness and to conduct and expand their business.
Section 5.23.    Partners and the Trust      . The Trust is the sole general partner of the Company and owns a 1% general partnership interest and as of each Closing not less than a 90% limited partnership interest in the Company. The Trust owns no assets other than its interest in the Company as a general partner and limited partner, cash, Short‑term Investments and the property described in Schedule 5.23 hereto.
SECTION 6.
REPRESENTATIONS OF THE PURCHASERS    .
Section 6.1.    Purchase for Investment      . Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.
Section 6.2.    Source of Funds      . Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source” ) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

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(a)    the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption ( “PTE” ) 95‑60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement” )) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95‑60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or
(b)    the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c)    the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90‑1 or (ii) a bank collective investment fund, within the meaning of the PTE 91‑38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d)    the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84‑14 (the “QPAM Exemption” )) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer

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or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or
(e)    the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96‑23 (the “INHAM Exemption” )) managed by an “in‑house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or
(f)    the Source is a governmental plan; or
(g)    the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or
(h)    the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.
SECTION 7.
INFORMATION AS TO COMPANY    .
Section 7.1.    Financial and Business Information     . The Company shall cause to be delivered to each Purchaser and each holder of a Note that is an Institutional Investor:
(a)     Quarterly Statements — within 60 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

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(i)    a consolidated unaudited balance sheet of the Trust and its Subsidiaries as at the end of such quarter, and
(ii)    consolidated unaudited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments, provided that delivery within the time period specified above of copies of the Trust’s Quarterly Report on Form 10‑Q (the “Form 10‑Q” ) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a) as to the Trust, provided, further, that the Trust shall be deemed to have made such delivery of such Form 10‑Q if it shall have timely made such Form 10‑Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.rgpt.com) and shall have given each holder of a Note prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery” );
(b)     Annual Statements — within 100 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Trust, duplicate copies of:
(i)    a consolidated audited balance sheet of the Trust and its Subsidiaries, as at the end of such year, and
(ii)    consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any

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qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Trust’s Annual Report on Form 10‑K (the “Form 10‑K” ) for such fiscal year (together with the Trust’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Trust shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
(c)     SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company, the Trust or any of their respective Subsidiaries to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Trust or any of its Subsidiaries with the SEC and of all press releases and other statements made available generally by the Company, the Trust or any of their respective Subsidiaries to the public concerning developments that are Material;
(d)     Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company or the Trust is taking or proposes to take with respect thereto;

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(e)     ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company, the Trust or an ERISA Affiliate proposes to take with respect thereto:
(i)    with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii)    the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company, the Trust or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii)    any event, transaction or condition that could result in the incurrence of any liability by the Company, the Trust or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company, the Trust or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(f)     Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company, the Trust or any of their Subsidiaries from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(g)     Resignation or Replacement of Auditors — within ten days following the date on which the Company’s or the Trust’s auditors resign or the Company or the Trust elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Required Holders may request; and
(h)     Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company, the Trust or any of their respective Subsidiaries (including, but

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without limitation, actual copies of the Trust’s Form 10‑Q and Form 10‑K) or relating to the ability of the Company or the Trust to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note.
Section 7.2.    Officer’s Certificate     . Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each Purchaser or holder of a Note):
(a)     Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company, and the Trust, as applicable, were in compliance with the requirements of Section 10 during the quarterly or annual period covered by the statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations), and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company, the Trust or any of their respective Subsidiaries has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 23.2) as to the period covered by any such financial statements, such Senior Financial Officer shall include a reconciliation from GAAP with respect to such election;
(b)     Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Trust, the Company and their respective Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Trust, the Company or any of their respective Subsidiaries to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Trust or the Company shall have taken or proposes to take with respect thereto;
(c)     Guarantors – certifying that each Subsidiary Guarantor is a Subsidiary of the Trust; and the Company is and was a Subsidiary of the Trust from the beginning of the

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quarterly or annual period covered by the statements then being furnished to the date of the certificate; and
(d)     Unencumbered Real Estate Certificate – listing each of the properties comprising Unencumbered Real Estate and certifying that all Unencumbered Real Estate so listed fully qualifies as such under the applicable criteria in this Agreement, lists any additions or removals or Unencumbered Real Estate during such accounting period, as appropriate, and includes such information as may be reasonably be required to determine the economic and physical occupancy of said Unencumbered Real Estate and the Operating Cash Flow from such Unencumbered Real Estate during such period.
Section 7.3.    Visitation     . The Company and the Trust shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional Investor:
(a)     No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior notice to the Company and the Trust, to visit the principal executive office of the Company and the Trust, to discuss the affairs, finances and accounts of the Company, the Trust and their respective Subsidiaries with the Company’s and the Trust’s officers, and (with the consent of the Company and the Trust, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company and the Trust, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and the Trust and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and
(b)     Default — if a Default or Event of Default then exists, at the expense of the Company and the Trust to visit and inspect any of the offices or properties of the Company and the Trust or any of their Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company and the Trust authorizes said accountants to discuss the affairs, finances and accounts of the Company and the Trust and their respective Subsidiaries), all at such times and as often as may be requested.

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Section 7.4.    Electronic Delivery     . Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company and the Trust pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company or the Trust satisfies any of the following requirements:
(i)    such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and each holder of a Note by e‑mail;
(ii)    the Trust shall have timely filed such Form 10‑Q or Form 10‑K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://rgpt.com as of the date of this Agreement;
(iii)    such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company and the Trust on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or
(iv)    the Trust shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;
provided, however, that in the case of any of clauses (ii), (iii) or (iv), the Company and the Trust shall have given each holder of a Note prior written notice, which may be by e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any purchaser or holder of a Note to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e‑mail, the Company and the Trust will promptly e‑mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.
SECTION 8.
PAYMENT AND PREPAYMENT OF THE NOTES.
Section 8.1.    Maturity     . As provided therein, the entire unpaid principal balance of each Series A Note, each Series B Note and each Series C Note shall be due and payable on the Maturity Date thereof.
Section 8.2.    Optional Prepayments with Make-Whole Amount     . The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part

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of any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make‑Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make‑Whole Amount as of the specified prepayment date.
Section 8.3.    Allocation of Partial Prepayments     . In the case of each partial prepayment of the Notes of any Series pursuant to Section 8.2, the principal amount of the Notes of such Series to be prepaid shall be allocated among all of the Notes of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.
Section 8.4.    Maturity; Surrender, Etc.      In the case of each prepayment of Notes of any Series pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make‑Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make‑Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.
Section 8.5.    Purchase of Notes     . The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to

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make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.
Section 8.6.    Make-Whole Amount     . “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make‑Whole Amount may in no event be less than zero. For the purposes of determining the Make‑Whole Amount, the following terms have the following meanings:
“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.
“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Reinvestment Yield” means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by the ask‑side yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on‑the‑run U.S. Treasury securities ( “Reported” ) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the ask‑side yields Reported for the applicable most recently issued actively traded on‑the‑run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360‑day year composed of twelve 30‑day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1.
“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

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Section 8.7.    Payments Due on Non-Business Days     . Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make‑Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.
Section 8.8.    Change of Control Prepayment     . (a) Promptly, and in any event within five (5) Business Days of any Responsible Officer becoming aware that a Change of Control has occurred (which shall be deemed to have occurred on the actual closing of any transaction which constitutes a Change of Control within the meaning of subsection (b) of the definition of Change of Control), the Trust and the Company shall give written notice (the “Company/Trust Notice” ) of such fact to all holders of the Notes.
(b)    The Company/Trust Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and state that a Change of Control has occurred, (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder, together with interest thereon to the prepayment date selected by the Company with respect to each Note but without any Make‑Whole Amount with respect to each such Note, which prepayment shall be on a date specified in the Company/Trust Notice, which date shall be a Business Day not less than 30 days and not more than 60 days after such Company/Trust Notice is given and (iv) request each holder to notify the Company in writing by a stated date (the “Change of Control Response Date” ), which date is not less than 15 days after such holder’s receipt of the Company/Trust Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Company as provided above, then the holder shall be deemed to have rejected such offer.
(c)    On the prepayment date specified in the Company/Trust Notice, the entire unpaid principal amount of the Notes held by each holder of Notes who has accepted such prepayment offer (in accordance with subclause (iv) of subsection (b)), together with interest thereon to the prepayment date with respect to each such Note but without payment of any Make‑Whole Amount with respect thereto shall become due and payable.
SECTION 9.
AFFIRMATIVE COVENANTS    .

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The Company covenants that so long as any of the Notes are outstanding:
Section 9.1.    Compliance with Laws     . Without limiting Section 10.4, the Company and the Trust will, and will cause each of their respective Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non‑compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 9.2.    Insurance     . The Company and the Trust will, and will cause each of their respective Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co‑insurance and self‑insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
Section 9.3.    Maintenance of Properties     . The Company and the Trust will, and will cause each of their respective Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company, the Trust or any their respective Subsidiaries from discontinuing the operation and the maintenance of any of their properties if such discontinuance is desirable in the conduct of their business and the Company and the Trust have concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 9.4.    Payment of Taxes and Claims     . The Company and the Trust will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company, the Trust or any of their respective Subsidiary, provided that neither the Company, the Trust nor any of their respective Subsidiaries need pay any

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such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 9.5.    Corporate Existence, Etc.      (a) Subject to Section 10.2, the Company and the Trust will at all times preserve and keep their existence as a partnership and real estate investment trust, respectively, in full force and effect. Subject to Section 10.2, the Company and the Trust will at all times preserve and keep in full force and effect the corporate existence of each of their respective Subsidiaries (unless merged into the Company or a Wholly‑Owned Subsidiary) and all rights and franchises of the Company, the Trust and their respective Subsidiaries unless, in the good faith judgment of the Company or the Trust, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
(b)    The Trust will at all times (a) be the sole general partner of the Company, (b) own not less than 51% of the partnership interests in the Company, and in any event the largest percentage interest of any partner in the Company and (c) be responsible for making all major and day‑to‑day operational and management decisions to be made by the Company in the conduct of its business. Without the prior written consent of the Required Holders, the Trust shall not own any assets other than its interest in the Company as a general partner and a limited partner, cash, Short‑term Investments and the property described in Schedule 5.23.
Section 9.6.    Books and Records     . The Company and the Trust will, and will cause each of their respective Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company, the Trust or such Subsidiary, as the case may be. The Company and the Trust will, and will cause each of their respective Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Company, the Trust and their respective Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and the Company and the Trust will, and will cause each of their respective Subsidiaries to, continue to maintain such system.
Section 9.7.    Subsidiary Guarantors     . (a) The Trust will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or

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co‑borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith:
(i)    enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries of the Trust, of (x) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company or the Trust of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty” ); and
(ii)    deliver the following to each of holder of a Note:
(w)    an executed counterpart of such Subsidiary Guaranty;
(x)    a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis , as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);
(y)    all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and
(z)    an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.
(b)    Subject and subordinate to the requirements of Section 9.7(a), at the election of the Trust and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount

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is then due and payable under such Subsidiary Guaranty, (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, holders of Notes shall receive equivalent consideration and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements.
Section 9.8.    Most Favored Lender     . (a) If at any time a Material Credit Facility shall contain any financial covenant that relates to one or more numerical measures of the financial condition or results of operations (consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.3, 9.5 and 9.6 of the Material Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the Notes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, a “Financial Covenant” ), then the Company shall promptly (but in any event within ten Business Days from the occurrence thereof) provide written notice thereof to the holders of the Notes, which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such Financial Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis , as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Financial Covenant became effective under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this Agreement (as the Required Holders may request), evidencing the incorporation of such Financial Covenant into this Agreement substantially as provided for in the Material Credit Facility. Notwithstanding the foregoing, this Section shall not apply to covenants contained in any agreements or documents evidencing or securing Non‑recourse Indebtedness.
(b)    Any Financial Covenant incorporated into this Agreement pursuant to Section 9.8(a) shall automatically without any action required to be taken by the Company or any holder of Notes (i) be subject to any subsequent waiver of the correlative covenant to such Financial Covenant under the Material Credit Facility for the same time period as waived thereunder, (ii) be deemed amended, restated or otherwise modified in this Agreement to the same effect as the correlative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the Material Credit Facility and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the Material Credit Facility or at such time as the applicable Material Credit Facility shall be terminated and, in the case of any such termination, no

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amounts of principal or interest shall be outstanding thereunder and, in any such case under clauses (i), (ii) or (iii) above, the Company shall promptly (but in any event within five Business Days from the occurrence thereof) provide written notice thereof to the holders of the Notes, which notice shall refer specifically to this Section 9.8, shall include a statement that no Default or Event of Default is then in existence and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such Financial Covenant. Notwithstanding the foregoing, and for the avoidance of doubt, in no event shall the financial covenants contained in Sections 10.7 through 10.10 hereof be deleted or amended, restated or otherwise modified pursuant to this Section 9.8 in a way that would be less beneficial, directly or indirectly, to the holders of the Notes than such Sections 10.7 through 10.10 as in effect on the date hereof (and as amended or modified other than pursuant to Section 9.8(a)). Upon the request of the Company, the holders of the Notes shall enter into an additional agreement, waiver or an amendment to this Agreement (as the Required Holders may request), evidencing such waiver, amendment, restatement, modification or deletion of such Financial Covenant in the Material Credit Facility.
(c)    To the extent that the Company shall directly or indirectly pay or cause to be paid any remuneration, by way of fee, additional interest or otherwise, as consideration for or as an inducement to the entering into by any financier under any Material Credit Facility of any waiver, amendment, restatement, modification or deletion of any Financial Covenant under such Material Credit Facility for the purpose of curing, avoiding or potentially avoiding a current or future default under such Material Credit Facility, the Company shall pay equivalent consideration on the same terms, ratably to each holder of Notes (based, in the case of the holders of the Notes, on the outstanding balance of the Notes, and in the case of the lenders under the Material Credit Facility, the commitments of such lenders under the Material Credit Facility).
Section 9.9.    Purchasers Covenant Related to Subsidiary Guaranty     . The Purchasers (on behalf of themselves and their successors and assigns) hereby expressly agree to the provisions of the fourth paragraph of Section 1 of the Subsidiary Guaranty.
SECTION 10.
NEGATIVE COVENANTS    .
The Company covenants that so long as any of the Notes are outstanding:
Section 10.1.    Transactions with Affiliates     . The Trust and the Company will not and will not permit any of their Subsidiaries to enter into directly or indirectly any Material transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company, the Trust or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s, the Trust’s or such Subsidiary’s business and upon fair and

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reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s‑length transaction with a Person not an Affiliate and those in existence as of the Closing as set forth on Schedule 5.4 to this Agreement.
Section 10.2.    Merger, Consolidation, Etc.      The Trust and the Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:
(a)    the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Trust, the Company or such Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent corporation, limited liability company or partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Trust, the Company or such Subsidiary Guarantor is not such corporation, limited liability company or partnership (i) such corporation, limited liability company or partnership shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement, the Notes or the related Subsidiary Guaranty, as the case may be and (ii) such corporation, limited liability company or partnership shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;
(b)    each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and
(c)    immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing.
No such conveyance, transfer or lease of substantially all of the assets of the Company or the Trust shall have the effect of releasing the Company, the Trust or any successor partnership, real estate investment trust, corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes, as applicable.

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Section 10.3.    Line of Business     . The Company and the Trust will not and will not permit any of their respective Subsidiaries to engage in any business if, as a result, the general nature of the business in which the Company, the Trust and their respective Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company, the Trust and their respective Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in Schedule 10.3.
Section 10.4.    Terrorism Sanctions Regulations     . The Company and the Trust will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such Person or any Purchaser or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.
Section 10.5.    Liens     . Neither the Company nor the Trust will, nor will either of them permit any of their respective Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company, the Trust or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:
(a)    liens in favor of the Company or the Trust on all or part of the assets of Subsidiaries of such Person securing Indebtedness owing by Subsidiaries of such Person to such Person;
(b)    liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue or which are being contested as permitted by Section 9.4;
(c)    deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations;

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

(d)    liens on properties or any interest therein (including the rents, issues and profits therefrom) in respect of judgments or awards, which would not constitute an Event of Default under Section 11(i);
(e)    encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Company, any Guarantor or a Subsidiary of such Person is a party, and other minor non‑monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Company, the Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company or any of the Guarantors individually or of such Person and its Subsidiaries on a Consolidated basis; and
(f)    liens on properties or interests therein to secure Indebtedness of the Trust, the Company or any Subsidiary provided that such liens and the Indebtedness secured thereby are permitted under this Agreement including, without limitation, under Sections 10.6 through 10.10, and provided, further, that notwithstanding the foregoing, the Company and the Trust shall not, and shall not permit any of their respective Subsidiaries to, secure any Indebtedness outstanding under or pursuant to any Material Credit Facility pursuant to this Section 10.5(f) unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company, the Trust and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.
Section 10.6.    Subsidiary Indebtedness     . In addition to, and not in limitation of, any other restrictions in this Agreement, the Trust and the Company will not permit their respective Subsidiaries (other than the Company) to create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness of the type described in any of clauses (a) through (g) of the definition thereof other than:
(a)    Unsecured Indebtedness (including, for clarity, Recourse Indebtedness) of Subsidiary Guarantors,
(b)    Non‑recourse Indebtedness of Subsidiaries, and

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(c)    in addition to Indebtedness permitted under subclauses (a) and (b) above, all other Indebtedness of Subsidiaries, provided that the aggregate principal amount of such other Indebtedness of Subsidiaries at any time does not exceed 15% of the Consolidated Total Adjusted Asset Value.
Section 10.7.    Limitation on Indebtedness     . Neither the Company nor the Trust will permit the ratio of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value to exceed 60%.
Section 10.8.    Limitation on Priority Indebtedness     . Neither the Company nor the Trust will permit the ratio of (a) the sum of (i) Secured Indebtedness of the Trust, the Company and their Subsidiaries plus (ii) Unsecured Indebtedness of Subsidiaries which are not Subsidiary Guarantors to (b) Consolidated Total Adjusted Asset Value, to exceed 40%.
Section 10.9.    Limitation on Unsecured Indebtedness     . Neither the Company nor the Trust will at any time permit the ratio of (i) Consolidated Total Unencumbered Asset Value to (ii) Unsecured Indebtedness of the Trust, the Company and their Subsidiaries to be less than 1.50 to 1.00.
Section 10.10.    Fixed Charge Ratio     . Neither the Company nor the Trust will permit the ratio of Consolidated Operating Cash Flow to Fixed Charges to be less than 1.50 to 1.00, as calculated for the most recent four fiscal quarters ended; provided, however, that for purposes of determining compliance with this covenant, prior to such time as the Company or the Trust has owned and operated a parcel of Real Estate for (4) full fiscal quarters, the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Company or the Trust has owned and operated such parcel of Real Estate as annualized shall be utilized. Additionally, for the purposes of calculating Consolidated Operating Cash Flow under this Section, Operating Cash Flow attributable to any Redevelopment Property shall be included even if such Redevelopment Property is then being valued at cost for the purposes of calculating the Company’s Consolidated Total Adjusted Asset Value. For the purposes of this Section, the Operating Cash Flow and Debt Service attributable to any Real Estate and the principal indebtedness repaid as a part of such shall be excluded from the calculations when such Real Estate is sold.
Section 10.11.    Sale of Assets     . Neither the Trust, nor the Company will, nor will they permit their respective Subsidiaries to, (i) without limiting any transaction permitted by Section 10.2 hereof, enter into any transaction or series of transactions which would result in the sale, lease, transfer or other disposition in each case, of all or substantially all of the collective assets of the Trust and its Subsidiaries; or (ii) sell, lease, transfer or otherwise dispose of any individual Real Estate which has been Unencumbered Real Estate without regard to satisfaction of conditions set

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forth in (a) through (g) in the definition thereof (or any Subsidiary which owns such individual Real Estate), having a sales price that would exceed 5% of Consolidated Total Adjusted Asset Value unless after giving effect to such disposition, there is no Event of Default.
Section 10.12.    Restriction on Certain Investments     . Neither the Company nor the Trust will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment:
(a)    in any Subsidiary of the Company or the Trust that is not 100% owned by the Company or the Trust or in Unconsolidated Affiliates except Investments in Subsidiaries of the Company or the Trust that are not one hundred percent (100%) owned by the Company or the Trust or in Unconsolidated Affiliates, which Subsidiaries or Unconsolidated Affiliates are engaged in the ownership of Real Estate or development activity pursuant to Section 10.13, provided that in no event shall such Investments exceed fifteen percent (15%) of the Company’s Consolidated Total Adjusted Asset Value in the aggregate without the prior written consent of the Required Holders;
(b)    in any development activity, whether directly or through a Subsidiary or Unconsolidated Affiliate, except in development permitted by Section 10.13 which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Company, the Trust or such Subsidiary or through an Investment in an Unconsolidated Affiliate permitted under this Agreement, individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Company, and in the aggregate for all development projects that are not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Company. For the purposes of calculating the cost of developments by Subsidiaries or Unconsolidated Affiliates, the cost of such developments shall be based upon the Company’s interest in such Subsidiaries or Unconsolidated Affiliates. For purposes of this Section 10.12(b) and Section 10.13, the term “total cost” shall not include (i) costs specifically reimbursable by tenants or shadow anchors (other than through rent or a gross up of rent), (ii) capitalized general and administrative expenses, or (iii) operating expenses and interest to the extent of operating income received from the applicable development property; and
(c)    whether directly or through a Subsidiary or an Unconsolidated Affiliate, in undeveloped parcels of Real Estate which in the aggregate exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Company, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall

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not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property.
Notwithstanding the foregoing or Section 10.13, in no event shall the aggregate Investments of the Company, the Trust and their Subsidiaries described in this Section 10.12 exceed 25% of the Company’s Consolidated Total Adjusted Asset Value at any time.
Section 10.13.    Development Activity     . Neither the Company, the Trust nor any of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except (i) as expressly provided in Section 10.12(b), (ii) in undeveloped parcels of Real Estate which in the aggregate did not exceed 5.00% of Consolidated Total Adjusted Asset Value of the Company, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof should not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to purchase any property shall not be deemed to be an acquisition or holding of such property, and (iii) as expressly provided in this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may engage, either directly or, in the case of the Company, through any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of property to be used principally for retail shopping centers or a use ancillary thereto (except for the development commonly referred to as Aquia) which at any time has a total cost in excess of the limit set forth in Section 10.12(b), without the prior written consent of the Required Holders. For purposes of this Section 10.13, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for shopping centers; provided, however, that the term “development” shall not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any

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phase of such project, shall be either (i) at least fifty percent (50%) pre‑leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre‑leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development.
SECTION 11.
EVENTS OF DEFAULT    .
An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:
(a)    the Company defaults in the payment of any principal or Make‑Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or
(b)    the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or
(c)    the Company or the Trust defaults in the performance of or compliance with any term contained in Section 7.1(d); or
(d)    the Company or any Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any Subsidiary Guaranty and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or
(e)    (i) any representation or warranty made in writing by or on behalf of the Company, the Trust or any of their Subsidiaries or by any officer of the Company, the Trust or any of their Subsidiaries in this Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material

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respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or
(f)    (i) the Company, any Guarantor or any of their respective Subsidiaries is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make‑whole amount or interest on any Recourse Indebtedness in an aggregate principal amount of at least $10,000,000 or any Non‑recourse Indebtedness in an aggregate principal amount of at least $30,000,000 as and when due and payable and the continuation of such default beyond any period of grace provided with respect thereto, or (ii) the Company, any Guarantor or any of their respective Subsidiaries is in default in the performance of or compliance with any term of any evidence of any Recourse Indebtedness exceeding the principal amount, in aggregate, equal to at least $10,000,000 or any Non‑recourse Indebtedness exceeding the principal amount, in aggregate, equal to at least $30,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company, any Guarantor or any of their respective Subsidiaries has become obligated to repurchase or repay Recourse Indebtedness or Non‑recourse Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000 in the case of Recourse Indebtedness or $30,000,000 in the case of Non‑recourse Indebtedness; or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness; or
(g)    the Company, any Guarantor or any of their respective Subsidiaries (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or
(h)    a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company, any Guarantor or any of their respective Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding‑up or liquidation of the Company, any Guarantor or any of their respective Subsidiaries, or any such petition shall be filed against the Company, any Guarantor or any of their respective Subsidiaries and such petition shall not be dismissed within 60 days; or
(i)    one or more final judgments or orders for the payment of money aggregating in excess of an amount equal to $35,000,000, including, without limitation, any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company, any Guarantor or any of their respective Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay;
(j)    if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company, any of the Guarantors or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed an amount equal to $35,000,000 and any such event or events could reasonably be expected to have a Material Adverse Effect, (iv) the Company, the Guarantors or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company, the Guarantors or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company, the Guarantors or any of their respective Subsidiaries establishes or amends any employee welfare benefit plan that provides post‑employment welfare benefits in a manner that would increase the liability of the Company, any Guarantor or any of their respective Subsidiaries thereunder; and any

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such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or
(k)    any Subsidiary Guaranty or the Guaranty of the Trust provided in Section 22 hereof shall cease to be in full force and effect, any Subsidiary Guarantor, the Trust or any Person acting on behalf of any Subsidiary Guarantor or the Trust shall contest in any manner the validity, binding nature or enforceability of any Subsidiary Guaranty or the Guaranty of the Trust provided in Section 22 hereof, or the obligations of any Subsidiary Guarantor or the Trust under any Subsidiary Guaranty or the Guaranty of the Trust provided in Section 22 hereof are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Subsidiary Guaranty or the Guaranty of the Trust provided in Section 22 hereof, provided that the foregoing shall not apply to the release or termination of a Subsidiary Guaranty pursuant to Section 9.7(b).
SECTION 12.
REMEDIES ON DEFAULT, ETC.    
Section 12.1.    Acceleration     . (a) If an Event of Default with respect to the Company or any Guarantor described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred), all the Notes then outstanding shall automatically become immediately due and payable.
(b)    If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.
(c)    If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.
Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make‑Whole Amount determined in respect of such principal

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amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make‑Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
Section 12.2.    Other Remedies     . If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
Section 12.3.    Rescission     . At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of not less than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make‑Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
Section 12.4.    No Waivers or Election of Remedies, Expenses, Etc.      No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on

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demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.
SECTION 13.
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES    .
Section 13.1.    Registration of Notes . The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.
Section 13.2.    Transfer and Exchange of Notes . Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes, of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1‑A, Schedule 1‑B and Schedule 1-C , as appropriate, in the case of a Series B Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note of such Series may be in a denomination of less than $100,000. Any transferee, by its acceptance

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of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.
Section 13.3.    Replacement of Notes     . Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and
(a)    in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it ( provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or
(b)    in the case of mutilation, upon surrender and cancellation thereof,
within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.
SECTION 14.
PAYMENTS ON NOTES    .
Section 14.1.    Place of Payment     . Subject to Section 14.2, payments of principal, Make‑Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Deutsche Bank N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.
Section 14.2.    Home Office Payment . So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make‑Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently

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with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same Series pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.
SECTION 15.
EXPENSES, ETC.    
Section 15.1.    Transaction Expenses . Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company, the Trust or any of their Subsidiaries or in connection with any work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

Section 15.2.    Survival     . The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.
SECTION 16.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT    .
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
SECTION 17.
AMENDMENT AND WAIVER    .
Section 17.1.    Requirements     . This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:
(a)    no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6, or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and
(b)    no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make‑Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 17 or 20.

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

Section 17.2.        Solicitation of Holders of Notes     .
(a)     Solicitation. The Company will provide each Purchaser and each holder of a Note (irrespective of the amount or Series of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.
(b)     Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and each holder of a Note even if such Purchaser or holder did not consent to such waiver or amendment.
(c)     Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a Purchaser or holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company in connection with such consent shall be void and of no force or effect except solely as to such Purchaser or holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Purchaser or holder.
Section 17.3.    Binding Effect, Etc.      Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all Purchasers and holders of each Series of Notes and is binding upon them and upon each future holder of any Note and upon the Company and the Trust without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company, the Trust and any Purchaser or holder of a Note of any Series and no delay in exercising any rights hereunder or under any Note

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of any Series or Subsidiary Guaranty shall operate as a waiver of any rights of any Purchaser or holder of such Note.
Section 17.4.    Notes Held by Company, Etc.      Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes of any Series then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
SECTION 18.
NOTICES.    
Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent:
(i)    if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,
(ii)    if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,
(iii)    if to the Company, to the Company at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334 to the attention of Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing, or
(iv)    if to the Trust, to the Trust at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334 to the attention of Chief Financial Officer, or at such other address as the Trust shall have specified to the holder of each Note in writing,
Notices under this Section 18 will be deemed given only when actually received.
SECTION 19.
REPRODUCTION OF DOCUMENTS.    

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company and the Trust agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company, the Trust or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
SECTION 20.
CONFIDENTIAL INFORMATION.    
For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company, the Trust or any of their Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, the Trust or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company, the Trust or any of their Subsidiaries or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of

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such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.
In the event that as a condition to receiving access to information relating to the Company, the Trust or their respective Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder, the Company and the Trust, this Section 20 shall supersede any such other confidentiality undertaking.
SECTION 21.
SUBSTITUTION OF PURCHASER.    
Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser” ) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall

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no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.
SECTION 22.
TRUST GUARANTY    .
Section 22.1.    Guaranty     . The Trust hereby guarantees to each holder of any Note at any time outstanding (a) the prompt payment in full in Dollars when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make‑Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal and Make‑Whole Amount, if any) and all other amounts from time to time owing by the Company under this Agreement and under the Notes (including, without limitation, costs, expenses and Taxes in accordance with the terms hereof), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations” ). The Trust hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Trust will (x) promptly pay or perform the same, without any demand, proof of demand or filing or notice whatsoever, and without deduction by reason of any set off, defense or counterclaim of the Company and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees.
All obligations of the Trust under Sections 22.1 and 22.2 shall survive the transfer of any Note, and any obligations of the Trust under Sections 22.1 and 22.2 with respect to which the underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive payment of such Note.
Section 22.2.    Guaranty Obligations Unconditional     . (a) The obligations of the Trust under Section 22.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any Guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 22.2 that the obligations of the Trust hereunder shall be absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Trust hereunder which shall remain absolute, unconditional and irrevocable as described above:
(1)    any amendment or modification of any provision of this Agreement (other than Section 22.1 or 22.2), any of the Notes or any Subsidiary Guaranty, or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(2)    any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, the Notes, any Guaranty or any Subsidiary Guaranty, or any exercise or non‑exercise of any right, remedy or power in respect hereof or thereof;
(3)    any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them;
(4)    the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement;
(5)    any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any shares of capital stock or other equity or ownership interests of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;
(6)    any default, failure or delay, willful or otherwise, on the part of the Company, any Subsidiary Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of this Agreement, the Notes, any Guaranty, any Subsidiary Guaranty or any other agreement;

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

(7)    any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company, any Subsidiary Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes, any Guaranty, any Subsidiary Guaranty or any other agreement;
(8)    any lack or limitation of status or of power, incapacity or disability of the Company, any Subsidiary Guarantor or any other Person providing a Guaranty of, or security for, any of the Guaranteed Obligations; or
(9)    any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations).
(b)    The Trust hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other Guaranty of, or security for, any of the Guaranteed Obligations.
(c)    In the event that the Trust shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Trust shall not exercise any subrogation or other rights hereunder or under the Notes and the Trust hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Trust on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Trust agrees that its obligations under this Section 22 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d)    If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

the Company or any other Person (other than the Trust as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Trust agrees that, for purposes of the guarantee in this Section 22 and the Trust’s obligations under this Agreement and the Guaranties, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Trust shall forthwith pay such principal amount, any interest thereon, any Make‑Whole Amounts and any other amounts guaranteed hereunder without further notice or demand.
(e)    The guarantee in Section 22.1 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.
Section 22.3.    Guaranties Endorsed on the Notes     . Each Note shall have endorsed thereon a Guaranty of the Trust in the form of Note in Schedule 1‑A or Schedule 1‑B , as applicable.
SECTION 23.
MISCELLANEOUS.    
Section 23.1.    Successors and Assigns     . All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.
Section 23.2.    Accounting Terms . All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. In the event of any change in GAAP after the date hereof or any other change in accounting procedures which would affect the computation of any financial covenant, ratio or other requirement set forth herein, then upon the request of the Company or the Required Holders, the Company, the Guarantors, and the holders of Notes shall negotiate promptly, diligently and in good faith in order to amend the provisions of this Agreement such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Company and the Guarantors as in effect prior to such accounting change, as determined by the Required Holders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Company, the Guarantors and the Required Holders (i) such financial covenants, ratio and other requirements, and all financial

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statements and other documents required to be delivered under this Agreement, shall be calculated and reported as if such change had not occurred and (ii) the Company shall provide to each holder of a Note that is an Institutional Investor financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in generally accepted accounting principles. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company or the Trust to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825‑10‑25– Fair Value Option, International Accounting Standard 39– Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.
Section 23.3.    Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
Section 23.4.    Construction, Etc.      Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
Section 23.5.    Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
Section 23.6.    Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
Section 23.7.    Jurisdiction and Process; Waiver of Jury Trial     . (a) The Company and the Trust irrevocably submit to the non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York over any suit, action or proceeding

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arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b)    The Company and the Trust consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company and the Trust agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
(c)    Nothing in this Section 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(d)    THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.
Section 23.8.    Trust Exculpation . Subject to the terms of this Section 23.8, all persons having a claim against the Trust (as a Guarantor or general partner of the Company), the general partner of the Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Company (as a general partner or limited partner), (ii) the amount of any gross cash proceeds received by the Company or any Guarantor as a result of the issuance and sale by the Company or any Guarantor of any debt or equity securities of the Company or such Guarantor less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Company or such Guarantor in connection therewith not contributed to the Company, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Company and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all

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Ramco‑Gershenson Properties, L.P.        Note Purchase Agreement

rights and claims (including amounts paid under) the Tax Agreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust), (v) all cash and Short‑term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of the Required Holders pursuant to Section 9.5(b), (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets” ), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short‑term Investments of the Trust and the property described in Schedule 5.23 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of actions, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets” ). The holders of Notes have agreed to the terms of this Section 23.8 solely based upon the representation and covenant of Company and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this Section 23.8 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of Company) shall be null and void and of no force and effect, and the Purchasers and holders of the Notes shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Company, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the holders of Notes against the Company.



‑58‑



If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Trust.

Very truly yours,

RAMCO‑GERSHENSON PROPERTIES, L.P.

By: Ramco‑Gershenson Properties Trust
Its: General Partner


By:    
Name:
Title:


RAMCO‑GERSHENSON PROPERTIES TRUST


By:    
Name:
Title:





(Signature Page to Note Purchase Agreement)



This Agreement is hereby accepted and agreed to as of the date hereof.

[AIG]


By:     
Name:
Title:




(Signature Page to Note Purchase Agreement)



RAMCO-GERSHENSON PROPERTIES, L.P.
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334

INFORMATION RELATING TO PURCHASERS


Name and Address of Purchaser
Principal Amount of Notes to be Purchased
[AIG]
[$100,000,000]
 





SCHEDULE A
(to Note Purchase Agreement)



DEFINED TERMS
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“Affiliate” means, at any time, and (a) respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person and (b) with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.
“Anti‑Corruption Laws” is defined in Section 5.16(d)(1).
“Anti‑Money Laundering Laws” is defined in Section 5.16(c).
“Blocked Person” is defined in Section 5.16(a).
“Board” see definition of “Change of Control.”
“Building” means with respect to each parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.
“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.
“Capital Expenditure Reserve Amount” means with respect to any Person or property, a reserve for replacements and capital expenditures equal to $.10 per square foot of building space

SCHEDULE B
(to Note Purchase Agreement)



located on all Real Estate owned by such Person, other than Real Estate subject to leases which provide that the tenant is responsible for all building maintenance.
“Capital Improvement Project” means with respect to any Real Estate now or hereafter owned by the Company or any of its Subsidiaries which is utilized principally for shopping centers, capital improvements consisting of rehabilitation, refurbishment, replacement, expansions and improvements (including related amenities) to the existing Buildings on such Real Estate and capital additions, repairs, resurfacing and replacements in the common areas of such Real Estate all of which may be properly capitalized under GAAP.
“Capitalization Rate” means 7.5%.
“Capitalized Lease” means a lease under which a Person is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.
“Change of Control” means the occurrence of any of the following events:
(a)    during any twelve month period on or after the date of this Agreement, individuals who at the beginning of such period constituted the Board of Directors or Trustees of the Trust (the “Board” ) (together with any new directors whose election by the Board or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board then in office who either were members of the Board at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board then in office;
(b)    any Person or group (as that term is understood under section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ) and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d‑3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of the Trust equal to at least thirty percent (30%);
(c)    the Company or the Trust consolidates with, is acquired by, or mergers into or with any Person (other than a merger permitted by Section 10.2); or
(d)    except in connection with release of a Subsidiary Guaranty pursuant to Section 9.7(b), the Company fails to own, free of any lien, encumbrance or other adverse

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claim, at least one hundred percent (100%) of the economic interest in the Voting Interest of a Subsidiary Guarantor.
“CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.
“Closing” is defined in Section 3.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“Company” means Ramco‑Gershenson Properties, L.P., a Delaware limited partnership or any successor that becomes such in the manner prescribed in Section 10.2.
“Confidential Information” is defined in Section 20.
“Consolidated” means with reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, consolidated in accordance with GAAP.
“Consolidated Operating Cash Flow” means with respect to any period of a Person, an amount equal to the Operating Cash Flow of such Person and its Subsidiaries for such period consolidated in accordance with GAAP.
“Consolidated Total Adjusted Asset Value” means with respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and Other Affiliates from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Company or any of its Other Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that (ii)(A) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Company or any of its Other Affiliates has recommenced operations as annualized shall be utilized, and (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in good faith and in any event, consistent with the treatment, if any, under the largest Material Credit Facility of the Company, and (iii) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in

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the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, the Company may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty‑four (24) months which twenty‑four (24) month period shall commence upon the date which such election is made under the largest Material Credit Facility of the Company or, if not relevant, then the date which Required Holders receive written notice from the Company of such election. The assets of the Company and its Subsidiaries on the Consolidated financial statements of the Company and its Subsidiaries shall be adjusted to reflect the Company’s allocable share of such asset (including the Company’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Company and from assets owned by its respective Other Affiliates, and (b) the Company’s respective ownership interest in its Other Affiliates.
“Consolidated Total Liabilities” means all liabilities of a Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP and all Indebtedness of such Person and its Subsidiaries, whether or not so classified, including any liabilities arising in connection with sale and leaseback transactions, and shall include such Person’s pro rata share of the foregoing items of its Unconsolidated Affiliates. Consolidated Total Liabilities shall not include (i) Subordinated Debt except to the extent the outstanding principal amount thereof is then in excess of $150,000,000 or (ii) Trust Preferred Equity. Notwithstanding anything to the contrary contained herein, (a) Indebtedness (i) of the Company and its Subsidiaries consisting of environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non‑recourse Indebtedness and (ii) of the Company with respect to the TIF Guaranty shall not be included in the calculation of Consolidated Total Liabilities of the Company and its Subsidiaries unless a claim shall have been made against the Company or a Subsidiary of the Company on account of any such guaranty or indemnity, and (b) Indebtedness of the Company, the Trust and their Subsidiaries under completion guarantees shall equal the remaining costs to complete the applicable construction project in excess of construction loan or mezzanine loan proceeds available therefore and any equity deposited or invested for the payment of such costs.
“Consolidated Total Unencumbered Asset Value” means Consolidated Total Adjusted Asset Value exclusive of (i) any asset subject to a Lien (other than Liens permitted by Section 10.5(a) through (e)) and (ii) all investments by the Trust, the Company and all Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities and Unconsolidated Affiliates to the extent that such investments would have otherwise been included in the calculation of Consolidated Total Unencumbered Asset

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Value, provided, that for the purposes of Section 10.9, Real Estate shall be included only if such Real Estate constitutes Unencumbered Real Estate.
“Contribution Agreement” means that certain Contribution Agreement dated July 19, 2012, among the Company, the Trust and the Subsidiary Guarantors.
“Controlled Entity” means (i) any of the Subsidiaries of the Company or the Trust and any of their or the Company’s or the Trust’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Debt Service” means for any period, the sum of all interest, including capitalized interest not paid in cash, bond related expenses, and mandatory principal/sinking fund payments due and payable during such period excluding any balloon payments due upon maturity of any Indebtedness. Any of the foregoing payable with respect to Subordinated Debt shall be included in the calculation of Debt Service.
“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.
“Default Rate” (a) means with respect to the Notes, that rate of interest that is the greater of (i) coupon plus 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.00% over the rate of interest publicly announced by Deutsche Bank N.A. in New York, New York as its “base” or “prime” rate.
“Disclosure Documents” is defined in Section 5.3.
“Distribution” means with respect to any Person, the declaration or payment of any cash, cash flow, dividend or distribution on or in respect of any shares of any class of capital stock, partnership interest, membership interest or other beneficial interest of such Person other than that portion of any dividends or distributions payable in equity securities of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock, partnership interest, membership interest or other beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders, partners, members or other owners as such, or any other distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person.
“Dollars” or “$” means lawful money of the United States of America.

B-5



“Electronic Delivery” is defined in Section 7.1(a).
“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company or the Trust, as applicable, under section 414 of the Code.
“Event of Default” is defined in Section 11.
“First Closing” is defined in Section 3.
“Fixed Charges” means with respect to the Trust and its Subsidiaries for any fiscal period, an amount equal to the sum of (a) the Debt Service of the Trust and its Subsidiaries, plus (b) the Preferred Distributions of the Trust and its Subsidiaries, all determined on a Consolidated basis in accordance with GAAP.
“Form 10‑K” is defined in Section 7.1(b).
“Form 10‑Q” is defined in Section 7.1(a).
“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America. Notwithstanding the foregoing, for the purposes of the financial calculations hereunder, any amount otherwise included therein from a mark‑up or mark‑down of a derivative product of a Person shall be excluded.
“Governmental Authority” means
(a)    the government of
(i)    the United States of America or any state or other political subdivision thereof, or

B-6



(ii)    any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or
(b)    any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
“Governmental Official” means any governmental official or employee, employee of any government‑owned or government‑controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.
“Ground Lease” means a ground lease which is not subordinate to any mortgage, deed of trust or security deed as to which no default or event of default has occurred and containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of forty (40) years or more than the date hereof; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.
“Guarantors” means the Trust and the Subsidiary Guarantors.
“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:
(a)    to purchase such indebtedness or obligation or any property constituting security therefor;
(b)    to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

B-7



(c)    to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or
(d)    otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.
In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.
“INHAM Exemption” is defined in Section 6.2(e).
“Indebtedness” with respect to any Person means, at any time, all obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, excluding intangible lease liabilities, but without any double counting, including in any event and whether or not so classified:
(a)    all debt and similar monetary obligations, whether direct or indirect (including, without limitation, any obligations evidenced by bonds, debentures, notes or similar debt instructions);
(b)    all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed;

B-8



(c)    all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of any indebtedness of others including any obligation to supply funds or in any manner invest directly or indirectly in a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise;
(d)    any obligation as a lessee or obligor under a Capitalized Lease;
(e)    all subordinated debt, including, without limitation, Subordinated Debt (but excluding Preferred Equity);
(f)    all obligations to purchase under agreements to acquire (but excluding agreements which provide the seller’s remedies thereunder are limited to market liquidated damages in the event the purchaser defaults thereunder), or otherwise to contribute money with respect to, properties under “development”; and
(g)    all obligations, contingent or deferred or otherwise, of any Person, including without limitation, any such obligations as an account party under acceptance, letter of credit or similar facilities including, without limitation, obligations to reimburse the issuer in respect of a letter of credit except for contingent obligations (but excluding any guarantees or similar obligations) that are not material and are incurred in the ordinary course of business in connection with the acquisition or obtaining commitments for financing for Real Estate.
“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5.00% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.
“Investment” means, with respect to any Person, all shares of capital stock, evidence of Indebtedness and other securities issued by any other person, all loans, advances, or extensions of credit to, or contribution to the capital of, any other Person, all purchases of the securities or business or integral part of the business or any other Person and commitments and options to make such purchases, all interests in real property, and all other investments, provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts receivable for services in the ordinary course of business and payable in accordance with customary trade

B-9



terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented as guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.
“Leases” means Leases, licenses and agreements whether written or oral, relating to the use or occupation of space in or on any Building or on any Real Estate by persons other than the Company.
“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capitalized Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).
“Make‑Whole Amount” is defined in Section 8.6.
“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Trust, the Company and their Subsidiaries taken as a whole, (b) the ability of the Company or the Trust to perform its obligations under this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty.
“Material Credit Facility” means, as to the Company and its Subsidiaries,
(a)    the Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 among the Company, the Trust, KeyBank National Association, as a bank and as agent, the other banks which are a party thereto, the other banks which may become parties to thereto, KeyBanc Capital Markets Inc., as sole lead manager and arranger,

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JPMorgan Chase Bank, N.A. and Bank of America, N.A. as co‑syndication agents and Deutsche Bank Securities Inc. and PNC Bank, National Association, as co‑documentation agents, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(b)    the Note Purchase Agreement dated June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed on Schedule A attached thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(c)    the Note Purchase and Private Shelf Agreement dated as of May 28, 2014, among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(d)    the Note Purchase Agreement dated as of September 8, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and
(e)    any other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support ( “Credit Facility” ), in a principal amount outstanding or available for borrowing equal to or greater than $35,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency) excluding, in each case, Non‑recourse Indebtedness; and if no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.
“Maturity Date” is defined in the first paragraph of each Note.
“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).
“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

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“Net Income (or Deficit)” means with respect to any Person (or any asset of any Person) for any fiscal period, the net income (or deficit) of such Person (or attributable to such asset), after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP.
“Net Rentable Area” means with respect to any Real Estate, the floor area of any buildings, structures or improvements available (or to be available upon completion) for leasing to tenants determined in accordance with the rent roll for such Real Estate, the manner of such determination to be consistent for all Real Estate unless otherwise approved by the Required Holders.
“Non‑recourse Indebtedness” means Indebtedness of a Person which is secured by a Lien, which Lien is solely on one or more parcels of Real Estate and related personal property and is not a general obligation of such Person, the holder of such Indebtedness having recourse solely to the parcels of Real Estate securing such Indebtedness, the Building and any leases thereon and the rents and profits thereof (excluding recourse arising solely as a result of commercially standard exceptions provided, that in no event shall any Indebtedness be included as Non‑recourse Indebtedness hereunder unless such Indebtedness constitutes Non‑recourse Indebtedness under each Material Credit Facility).
“Notes” is defined in Section 1.
“Obligations” means all indebtedness, obligations and liabilities of the Company and the Guarantors to any of the holders of the Notes, individually or collectively, under this Agreement, the Subsidiary Guaranties, the Notes or any other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.
“OFAC” is defined in Section 5.16(a).
“OFAC Listed Person” is defined in Section 5.16(a).
“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource‑center/sanctions/Programs/Pages/Programs.aspx.
“Officer’s Certificate” means a certificate of a Senior Financial Officer whose responsibilities extend to the subject matter of such certificate.
“Operating Cash Flow” means with respect to any Person (or any asset of any Person) for any period, for the four most recently completed consecutive fiscal quarters of such Person an

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amount equal to the sum of (a) the Net Income of such Person (or attributable to such asset) for such period (excluding from Net Income any base rents from tenants leasing 10,000 square feet or more (i) that are subject to any bankruptcy proceeding and that have not affirmed or assumed their respective lease or other occupancy agreement or (ii) as to which a payment default has occurred under the applicable Lease for sixty (60) days or more beyond any applicable grace and cure period) plus (b) depreciation and amortization, interest expense, and any extraordinary or nonrecurring losses deducted in calculating such Net Income, minus (c) any extraordinary or nonrecurring gains included in calculating such Net Income, minus (d) the Capital Expenditure Reserve Amount, minus (e) to the extent not already deducted in calculating Net Income, a management fee of 3% of minimum rents attributable to any Real Estate of such Person, all as determined in accordance with GAAP, minus (f) any lease termination payments not received in the ordinary course of business. Payments from the Company or its Affiliates under leases shall be excluded from Operating Cash Flow.
“Other Affiliates” means Subsidiaries and Unconsolidated Affiliates of the Company or the Trust that are engaged in the ownership of Real Estate or development activity.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.
“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.
“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.
“Preferred Distributions” means for any period, the amount of any and all Distributions (but excluding any repurchase of Preferred Equity) paid, declared but not yet paid or otherwise due and payable to the holders of Preferred Equity.
“Preferred Equity” means any form of preferred stock or partnership interest (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in the Trust or any Subsidiary of the Trust (including any Trust Preferred Equity) that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, distributions, assets or other payments over the holders of any other stock, partnership interest or other ownership or beneficial interest in such Person.

B-13



“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.
“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.
“PTE” is defined in Section 6.2(a).
“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.
“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.
“Quotation” is defined in Section 2.2(d).
“QPAM Exemption” is defined in Section 6.2(e).
“Real Estate” means all real property at any time owned or leased (as lessee or sublessee) by the Company or any of its Subsidiaries.
“Recourse Indebtedness” means any Indebtedness (whether secured or unsecured) that is recourse to the Company or the Trust or any of their respective Subsidiaries (for the avoidance of doubt, excluding Non‑recourse Indebtedness). Guaranties with respect to customary exceptions to Non‑recourse Indebtedness of the Company’s Subsidiaries or Unconsolidated Affiliates shall not be deemed to be Recourse Indebtedness; provided that if a claim is made against the Company or the Trust with respect thereto, the amount so claimed shall be considered Recourse Indebtedness.
“Redevelopment Property” means any Real Estate which is not Under Development and (1) is undergoing a significant Capital Improvement Project and (2) is designated as a Redevelopment Property by the Company.
“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

B-14



“Required Holders” means at any time (i) prior to the Second Closing, the Purchasers and (ii) on or after the Second Closing, the holders of at least 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).
“Responsible Officer” means any Senior Financial Officer (in relation to the Trust) and any other chief financial officer, principal accounting officer, treasurer or comptroller of the Company with responsibility for the administration of the relevant portion of this Agreement.
“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.
“Second Closing” is defined in Section 3.
“Secured Indebtedness” means Indebtedness of a Person that is pursuant to a Capitalized Lease or is directly or indirectly secured by a Lien.
“Secured Recourse Indebtedness” means Secured Indebtedness of a Person that is also Recourse Indebtedness.
“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Trust, as applicable.
“Series” means any one of or any combination of the Series A Notes, Series B Notes and Series C Notes and any subsequent Notes of any Series.
“Series A Notes” is defined in Section 1.
“Series B Notes” is defined in Section 1.
“Series C Notes” is defined in Section 1.
“Source” is defined in Section 6.2.
“Subordinated Debt” means the aggregate principal amount of all subordinated debt which is not Trust Preferred Equity issued by the Trust or the Company (or a subsidiary trust created to

B-15



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 tests or covenants or negative covenants of the type set forth in this Agreement or in the Subsidiary Guaranties (or other covenants, representations or defaults which have the same practical effect thereof) on the Trust, the Company or their respective Subsidiaries other than those approved by the Required Holders, and (d) pursuant to which all claims and liabilities of the Trust, the Company and their respective Subsidiaries with respect to the principal and any premium and interest thereon are subordinate to the payment of the principal, and any premium and interest thereon of the Company, 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 Subordinated Debt on terms acceptable to the Required Holders, and as to which subordination provisions the holders of the Notes shall be third party beneficiaries.
“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.
“Subsidiary Guarantor” means each Subsidiary that has executed and delivered a Subsidiary Guaranty.
“Subsidiary Guaranty” is defined in Section 9.7(a)(i).
“Substitute Purchaser” is defined in Section 21.
“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.
“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the

B-16



foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark‑to‑market values(s) for such Swap Contracts, as determined based upon one or more mid‑market or other readily available quotations provided by any recognized dealer in such Swap Contracts.
“TIF Guaranty” means that certain Guaranty dated as of March 11, 2005 made by the Company and the Trust in favor of the City of Jacksonville relating to the development by Ramco Jacksonville LLC.
“Trust” means Ramco‑Gershenson Properties Trust, a Maryland real estate investment fund.
“Trust Preferred Equity” means any preferred equity interest (and related note) issued by the Trust (or a subsidiary trust created to issue such securities) (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 Company or their respective Subsidiaries, (d) pursuant to which all claims and liabilities of the Trust, the Company and their respective Subsidiaries with respect thereto are subordinate to the payment of the Obligations of the Company, the Trust and their respective Subsidiaries on terms acceptable to the Required Holders, and as to which subordination provisions the holders of the Notes shall be third‑party beneficiaries and (e) which provides that, upon the non‑payment of the note and any dividends or other distributions that are required to be paid or made with respect thereto, the only available remedies to the holders thereof or any trustee or agent acting on their behalf are (x) the assumption of one or more seats on the Board of the Trust and/or (y) the blockage of (A) payments of any dividends or other distributions to the holders of the common shares of the Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity, or (B) payments of amounts in redemption of or to repurchase common shares of the Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity.
“Unconsolidated Affiliates” means as to any Person, any other Person in which it owns an interest which is not a Subsidiary.

B-17



“Under Development” means any Real Estate or phase of a development shall be considered under development until such time as (i) certificates of occupancy permitting occupancy have been obtained for all tenants open for business and in any event for not less than fifty percent (50%) of the gross leasable area of such development or phase (excluding outlots) (it being agreed that the Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor) and (ii) the gross income from the operation of such Real Estate or phase on an accrual basis shall have equaled or exceeded operating costs on an accrual basis for three (3) months.
“Unencumbered Real Estate” means Real Estate not subject to a Lien (other than Liens permitted by Sections 10.5(a) through (e)) which at all times satisfies the following conditions:
(a)    each of the Unencumbered Real Estate shall be owned 100% in fee simple or leased under a Ground Lease by the Company or, subject to the terms of this Agreement, a Subsidiary Guarantor, free and clear of all Liens other than the Liens permitted in Section 10.5(b) and (e) and such Unencumbered Real Estate does not have applicable to it any restriction on the pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents). If such Unencumbered Real Estate is owned or leased by a Subsidiary Guarantor, such Subsidiary Guarantor shall not be a borrower or guarantor with respect to any Secured Indebtedness;
(b)    each of the Unencumbered Real Estate shall consist solely of Real Estate (A) which is located within the contiguous 48 states of the continental United States, (B) which is utilized principally for a shopping center or a retail facility or a use ancillary thereto (including, with respect to Company’s Aquia development only, an office component) and is consistent with Company’s business strategy on the date of this Agreement, (C) which contains improvements that are in operating condition and available for occupancy, and (D) except with respect to properties temporarily removed from the occupancy calculation pursuant to subsection (e) herein, with respect to which valid certificates of occupancy or the equivalent for all buildings thereon have been issued and are in full force and effect;
(c)    no Person other than Company or a Subsidiary Guarantor has any direct or indirect ownership of any equity interest or other Voting Interest in such Subsidiary Guarantor if such Unencumbered Real Estate is owned or leased under a Ground Lease by a Subsidiary Guarantor (it being understood that no such Person shall be deemed to have any such ownership interest for purposes of this provision solely by virtue of owning any equity interest in the Trust or owning any limited partnership interest in the Company, and if such Unencumbered Real Estate is owned (or leased) by a Subsidiary Guarantor, the

B-18



Company’s direct and indirect interest in such Subsidiary Guarantor shall be free and clear of all Liens);
(d)    the number of properties included within the Unencumbered Real Estate shall not be less than ten (10) and shall provide Consolidated Total Unencumbered Asset Value of not less than $333,333,333;
(e)    the Unencumbered Real Estate shall consist solely of Real Estate which has (A) an aggregate occupancy level of tenants (excluding the Company or any of its Affiliates) in possession (but not any tenant having under lease 25,000 square feet or more on a holdover or month‑to‑month basis), operating, paying rent and which are not otherwise in default of at least eighty percent (80%) of the Net Rentable Area within such Unencumbered Real Estate for the previous fiscal quarter of the Company based on bona fide arm’s‑length tenant leases requiring current rental payments and which are in full force and effect ( provided, however, with respect to the calculations set forth in this subsection (e)(A) the Net Rentable Area for any tenants which have more than 10,000 square feet under lease and which have vacated their space shall be excluded from the total Net Rentable Area of the applicable Unencumbered Real Estate when making such calculation), and (B) an aggregate occupancy level of tenants (excluding the Company or any of its Affiliates) under leases in such Unencumbered Real Estate (but not any tenant having under lease 25,000 square feet or more on a holdover or month‑to‑month basis) which are paying rent and which are not in default of at least eighty‑five percent (85%) of the Net Rentable Area within such Unencumbered Real Estate for the previous fiscal quarter of the Company based on bona fide arm’s‑length tenant leases requiring current rental payments and which are in full force and effect;
(f)    no more than six percent (6%) of the Consolidated Total Unencumbered Asset Value of the Unencumbered Real Estate shall be properties leased by Company or a Subsidiary Guarantor as the lessee or tenant under a Ground Lease; and
(g)    other than with respect to the Unencumbered Real Estate commonly known as Tel‑Twelve located in Southfield, Michigan, no Unencumbered Real Estate shall contribute more than six percent (6%) of the Consolidated Total Unencumbered Asset Value of all of the Unencumbered Real Estate.
“Unsecured Indebtedness” means as of any date of determination, the sum of (a) the Indebtedness of the Company, the Trust and/or their respective Subsidiaries, as applicable, outstanding at any time which is not Secured Indebtedness plus (b) the amount by which the portion of the aggregate Secured Recourse Indebtedness of the Company, the Trust and/or their respective

B-19



Subsidiaries, as applicable, exceeds the lesser of (i) $150,000,000.00 and (ii) ten percent (10%) of Consolidated Total Adjusted Asset Value. For the purposes of this definition, the amount of any contingent obligation of the type described in clause (c) of the definition of “Indebtedness” shall be deemed to be an amount equal to the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by the Company in good faith and reasonably approved by the Required Holders. Guaranties with respect to customary exceptions to Non‑recourse Indebtedness of the Company’s Subsidiaries or Unconsolidated Affiliates shall not be deemed to be Unsecured Indebtedness, provided that if a claim is made against the Company or the Trust with respect thereto, the amount so claimed shall be considered Unsecured Indebtedness. Unsecured Indebtedness shall not include Subordinated Debt or accounts payable paid in the ordinary course of business.
“USA PATRIOT Act” means United States Public Law 107‑56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“U.S. Economic Sanctions” is defined in Section 5.16(a).
“Voting Interest” means stock or similar ownership interest, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, (a) to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, partnership, trust or other business entity involved, or (b) to control, manage, or conduct the business of the corporation, partnership, association, trust or other business entity involved.
“Wholly‑Owned Subsidiary” means, at any time, any Subsidiary one hundred percent of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly‑Owned Subsidiaries at such time.


B-20



[FORM OF SERIES A NOTE]
RAMCO‑GERSHENSON PROPERTIES, L.P.
4.09% SENIOR GUARANTEED NOTE, SERIES A, DUE SEPTEMBER 30, 2025

No. [______]    [Date]
$[____________]    PPN                     
FOR VALUE RECEIVED, the undersigned, RAMCO‑GERSHENSON PROPERTIES, L.P. (herein called the “Company” ), a limited partnership organized and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [____________] DOLLARS (or so much thereof as shall not have been prepaid) on September 30, 2025 (the “Maturity Date” ), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 4.09% per annum from the date hereof, payable semiannually, on the 30th day of March and September in each year, commencing with the March 30 or September 30 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make‑Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.09% or (ii) 2.00% over the rate of interest publicly announced by Deutsche Bank N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make‑Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Deutsche Bank N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Guaranteed Notes (herein called the “Notes” ) issued pursuant to the Note Purchase Agreement, dated as of September 30, 2015 (as from time to time amended, the “Note Purchase Agreement” ), between the Company, Ramco‑Gershenson Properties Trust, a Maryland real estate investment trust (the “Trust” ), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

SCHEDULE 1-A
(to Note Purchase Agreement)



Payment of the principal of and Make‑Whole Amount, if any, and interest on this Note has been guaranteed by (i) the Trust in accordance with the terms of the Note Purchase Agreement and (ii) each Subsidiary Guarantor in accordance with the terms of its Subsidiary Guaranty.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make‑Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.


RAMCO‑GERSHENSON PROPERTIES, L.P.


By:        
[Title]


1-A-2




GUARANTEE
For value received, the undersigned hereby absolutely, unconditionally and irrevocably guarantees to the holder of the foregoing Note the due and punctual payment of the principal of and Make‑Whole Amount, if any, and interest on said Note and all other amounts from time to time owing by the Company to such holder under the Note Purchase Agreement referred to in said Note, as more fully provided in the Note Purchase Agreement referred to in said Note.

RAMCO‑GERSHENSON PROPERTIES TRUST


By:    
Name:
Title:



1-A-3




[FORM OF SERIES B NOTE]
RAMCO-GERSHENSON PROPERTIES, L.P.
4.05% SENIOR GUARANTEED NOTE, SERIES B, DUE NOVEMBER 18, 2024
No. [_____]    [Date]
$[_______]    PPN [_____]
FOR VALUE RECEIVED, the undersigned, RAMCO-GERSHENSON PROPERTIES, L.P. (herein called the “Company” ), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on November 18, 2024 (the “Maturity Date” ), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.05% per annum from the date hereof, payable semiannually, on the 18th day of March and November in each year, commencing with the March 18 or November 18 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.05% or (ii) 2.00% over the rate of interest publicly announced by Deutsche Bank N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Deutsche Bank N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Guaranteed Notes (herein called the “Notes” ) issued pursuant to the Note Purchase Agreement, dated as of September 30, 2015 (as from time to time amended, the “Note Purchase Agreement” ), between the Company, Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the “ Trust ”) and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note

SCHEDULE 1-B
(to Note Purchase Agreement)



Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
Payment of the principal of and Make-Whole Amount, if any, and interest on this Note has been guaranteed by (i) the Trust in accordance with the terms of the Note Purchase Agreement and (ii) each Subsidiary Guarantor in accordance with the terms of its Subsidiary Guaranty.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
RAMCO-GERSHENSON PROPERTIES, L.P.
By                         
[Title]


1-B-2



GUARANTEE

For value received, the undersigned hereby absolutely, unconditionally and irrevocably guarantees to the holder of the foregoing Note the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on said Note and all other amounts from time to time owing by the Company to such holder under the Note Purchase Agreement referred to in said Note, as more fully provided in the Note Purchase Agreement referred to in said Note.

RAMCO-GERSHENSON PROPERTIES TRUST

By:     
Name:
Title:




1-B-3



[FORM OF SERIES C NOTE]
RAMCO‑GERSHENSON PROPERTIES, L.P.
4.28% SENIOR GUARANTEED NOTE, SERIES C, DUE NOVEMBER 18, 2026

No. [______]    [Date]
$[____________]    PPN                     
FOR VALUE RECEIVED, the undersigned, RAMCO‑GERSHENSON PROPERTIES, L.P. (herein called the “Company” ), a limited partnership organized and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [____________] DOLLARS (or so much thereof as shall not have been prepaid) on November 18, 2026 (the “Maturity Date” ), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 4.28% per annum from the date hereof, payable semiannually, on the 18th day of May and November in each year, commencing with the May 18th or November 18th next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make‑Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.28% or (ii) 2.00% over the rate of interest publicly announced by Deutsche Bank N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make‑Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Deutsche Bank N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Guaranteed Notes (herein called the “Notes” ) issued pursuant to the Note Purchase Agreement, dated as of September 30, 2015 (as from time to time amended, the “Note Purchase Agreement” ), between the Company, Ramco‑Gershenson Properties Trust, a Maryland real estate investment trust (the “Trust” ), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

SCHEDULE 1-C
(to Note Purchase Agreement)



Payment of the principal of and Make‑Whole Amount, if any, and interest on this Note has been guaranteed by (i) the Trust in accordance with the terms of the Note Purchase Agreement and (ii) each Subsidiary Guarantor in accordance with the terms of its Subsidiary Guaranty.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make‑Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.


RAMCO‑GERSHENSON PROPERTIES, L.P.


By:        
[Title]


1-C-2




GUARANTEE
For value received, the undersigned hereby absolutely, unconditionally and irrevocably guarantees to the holder of the foregoing Note the due and punctual payment of the principal of and Make‑Whole Amount, if any, and interest on said Note and all other amounts from time to time owing by the Company to such holder under the Note Purchase Agreement referred to in said Note, as more fully provided in the Note Purchase Agreement referred to in said Note.

RAMCO‑GERSHENSON PROPERTIES TRUST


By:    
Name:
Title:






1-C-3



FORM OF OPINION OF SPECIAL COUNSEL
TO THE COMPANY
Matters to Be Covered in
Opinion of Special Counsel to the Company
1.    Each of the Company and its Subsidiaries and the Guarantors being duly incorporated, validly existing and in good standing and having requisite corporate power and authority to issue and sell the Notes and to execute and deliver the documents.
2.    Each of the Company and its Subsidiaries and the Guarantors being duly qualified and in good standing as a foreign corporation in appropriate jurisdictions.
3.    Due authorization and execution of the documents and such documents being legal, valid, binding and enforceable.
4.    No conflicts with charter documents, laws or other agreements.
5.    All consents required to issue and sell the Notes and to execute and deliver the documents having been obtained.
6.    No litigation questioning validity of documents.
7.    The Notes not requiring registration under the Securities Act of 1933, as amended; no need to qualify an indenture under the Trust Indenture Act of 1939, as amended.
8.    No violation of Regulations T, U or X of the Federal Reserve Board.
9.    Company and the Guarantors not an “investment company,” or a company “controlled” by an “investment company,” under the Investment Company Act of 1940, as amended.




SCHEDULE 4.4(a)
(to Note Purchase Agreement)



FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS
[To Be Provided on a Case by Case Basis]




SCHEDULE 4.4(b)
(to Note Purchase Agreement)



SUBSIDIARIES AND CERTAIN AGREEMENTS

LIST OF SUBSIDIARIES AND AFFILIATES OF THE COMPANY    


SCHEDULE 5.4
(to Note Purchase Agreement)




RAMCO-GERSHENSON PROPERTIES TRUST - DIRECTORS AND SENIOR OFFICERS

BOARD OF TRUSTEES    

Stephen R. Blank
Dennis Gershenson
Michael A. Ward
Arthur H. Goldberg
David J. Nettina
Joel M. Pashcow
Mark K. Rosenfeld

SENIOR OFFICERS    

Dennis Gershenson    President and CEO
John Hendrickson    Chief Operating Officer
Gregory R. Andrews    Chief Financial Officer, Secretary and Treasurer
Frederick A. Zantello    Executive Vice President and Assistant Secretary
Catherine Clark    Executive Vice President Transactions
Edward A. Eickhoff    Senior Vice President Development




5.4-2



FINANCIAL STATEMENTS

June 30, 2015 10Q
December 31, 2014 10K
December 31, 2013 10K
December 31, 2012 10K
December 31, 2011 10K
December 31, 2010 10K
December 31, 2009 10K
December 31, 2008 10K




SCHEDULE 5.5
(to Note Purchase Agreement)







SCHEDULE 5.15
(to Note Purchase Agreement)



ENVIRONMENTAL MATTERS


[See attached schedule]




SCHEDULE 5.18
(to Note Purchase Agreement)



TRUST PROPERTIES

The assets of the Trust are comprised solely of the following:
ATTACHABLE ASSETS
Cash and Short-term Investments in an amount in excess of $500,000.00.
Accounts receivable, including Distributions received from Ramco-Gershenson Properties, L.P. that have not been distributed to the shareholders of the Trust as permitted by this Agreement.
Rights and claims (including amounts paid under) the Tax Indemnity Agreement.
Investments in Ramco-Gershenson Properties, L.P.
All Net Offering Proceeds that have not been contributed to Ramco-Gershenson Properties, L.P.
OTHER PERMITTED ASSETS
Prepaid expenses, including capitalized legal fees.
Cash and Short-term Investments in an amount not to exceed $500,000.00.
Capitalized construction wages.





SCHEDULE 5.23
(to Note Purchase Agreement)



LINE OF BUSINESS
Our business objective is to own and manage high quality shopping centers that generate cash flow for distribution to our shareholders and that have the potential for capital appreciation. To achieve this objective, we seek to acquire, develop, or redevelop shopping centers that meet our investment criteria. We also seek to recycle capital through the sale of land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria. We use debt to finance our activities and focus on managing the amount, structure, and terms of our debt to limit the risks inherent in debt financing. From time to time, we enter into joint venture arrangements where we believe we can benefit by owning a partial interest in shopping centers and by earning fees for managing the centers for our partners.
We invest in primarily large, multi-anchor shopping centers that include national chain store tenants and market dominant supermarket tenants selling products that satisfy everyday needs. We also own parcels of developable land.




SCHEDULE 10.3
(to Note Purchase Agreement)



EXISTING UNDEVELOPED LAND PROJECTS


SCHEDULE 10.13
(to Note Purchase Agreement)


Exhibit 12.1

 
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
(In thousands, except ratio computation)
 
Pretax income before adjustment for noncontrolling interest
 
$34,635
 
$6,265
 
$52,145
 
$10,162
 
 
 
 
 
 
 
 
 
 
 
 
Add back:
 
 
 
 
 
 
 
 
 
 
Fixed charges
 
11,099

 
9,770

 
32,388

 
26,763

 
 
Distributed income of equity investees
 
509

 
406

 
9,583

 
1,759

 
 
Equity in loss of equity investees
 

 

 

 
336

 
 
 
 
 
 
 
 
 
 
 
 
Deduct:
 
 
 
 
 
 
 
 
 
 
Equity in earnings of equity investees
 
(13,977
)
 
(455
)
 
(16,972
)
 

 
 
Capitalized interest
 
(566
)
 
(722
)
 
(1,054
)
 
(1,606
)
 
Earnings as Defined
 
$31,700
 
$15,264
 
$76,090
 
$37,414
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
Interest expense including amortization of deferred financing fees
 
$10,480
 
$8,987
 
$31,171
 
$24,991
 
 
Capitalized interest
 
566

 
722

 
1,054

 
1,606

 
 
Interest portion of rent expense
 
53

 
61

 
163

 
166

 
Fixed Charges
 
11,099

 
9,770

 
32,388

 
26,763

 
 
Preferred share dividends
 
1,675

 
1,813

 
5,162

 
5,438

 
Combined Fixed Charges and Preferred Dividends
 
$12,774
 
$11,583
 
$37,550
 
$32,201
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
 
2.48
 
1.32

 
2.03

 
1.16

 
 
 
 
 
 
 
 
 
 
 





Exhibit 31.1
CERTIFICATION
I, Dennis Gershenson, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Ramco-Gershenson Properties Trust;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness  of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 30, 2015
By:/s/ DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer




Exhibit 31.2
 
CERTIFICATION
I, Deborah R. Cheek, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Ramco-Gershenson Properties Trust;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness  of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2015
By: /s/ DEBORAH R. CHEEK
Deborah R. Cheek
Chief Accounting Officer




Exhibit 32.1
Certification
Pursuant to 18 U.S.C. Section 1350

In connection with the quarterly report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-Q for the period ended September 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis Gershenson, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that:

(1)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2015
By: /s/ DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer




Exhibit 32.2
Certification
Pursuant to 18 U.S.C. Section 1350

In connection with the quarterly report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-Q for the period ended September 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah R. Cheek, Chief Accounting Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that:

(1)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2015
By: /s/ DEBORAH R. CHEEK
Deborah R. Cheek
Chief Accounting Officer