RPT Realty (Form: 8-K, Received: 07/06/2020 16:38:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2020

RPT Realty

(Exact name of registrant as specified in its Charter)

Maryland

1-10093

13-6908486

(State of other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

19 W 44th Street,

Suite 1002

New York,

New York

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 221-1261

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange
On Which Registered

Common Shares of Beneficial Interest, ($0.01 Par Value Per Share)

RPT

New York Stock Exchange

7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)

RPT.PRD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2020, RPT Realty (the “Trust”) and RPT Realty, L.P. (the “Operating Partnership”), the majority-owned operating partnership of the Trust, entered into amendments to the note purchase agreements governing all of the Operating Partnership’s outstanding senior unsecured notes, including the note purchase agreements filed as exhibits to the most recent Annual Report on Form 10-K filed by the Trust, with the holders of the outstanding notes.

The following is a summary of the material amendments to the note purchase agreements:

•The occupancy tests relating to the minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness were eliminated during the period from June 30, 2020 through and including September 30, 2021 (the “Specified Period”) and were otherwise reduced during the fiscal quarters ended December 31, 2021 and March 31, 2022;

•The minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness that the Operating Partnership is required to maintain was reduced during the Specified Period; and

•The Operating Partnership agreed to a minimum liquidity requirement during the Specified Period.

Copies of the amendments to the note purchase agreements which are exhibits to our most recent Annual Report on Form 10-K are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, and the above description of the material terms of such amendments is qualified in its entirety by reference to such exhibits, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description

*10.1			Second Amendment, dated June 30, 2020, to the $110 Million Note Purchase Agreement, dated June 27, 2013, by RPT Realty, L.P.
*10.2			Third Amendment, dated June 30, 2020, to the $1 0 0 Million Note Purchase Agreement, dated May 28, 2014, by RPT Realty, L.P.
*10.3			Second Amendment, dated June 30 2020, to the $100 Million Note Purchase Agreement, dated September 30, 2015, by RPT Realty, L.P.
*10.4			Second Amendment, dated June 30 2020, to the $75 Million Note Purchase Agreement, dated August 19, 2016, by RPT Realty, L.P.
*10.5			First Amendment, dated June 30, 2020, to the $75 Million Note Purchase Agreement, dated December 21, 2017, by RPT Realty, L.P.
*104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith.

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 hereunto duly authorized.

RPT REALTY

Date:

July 6, 2020

By: /s/ MICHAEL P. FITZMAURICE

Michael P. Fitzmaurice

Executive Vice President and Chief Financial Officer

Exhibit 10.1

RPT REALTY, L.P.

___________________________________

SECOND AMENDMENT

Dated as of June 30, 2020

to the

NOTE PURCHASE AGREEMENT

Dated as of June 27, 2013

___________________________________

Re: $37,000,000 3.75% Senior Guaranteed Notes, Series A, due June 27, 2021

$41,500,000 4.12% Senior Guaranteed Notes, Series B, due June 27, 2023

$31,500,000 4.27% Senior Guaranteed Notes, Series C, due June 27, 2025

SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT

This Second Amendment dated as of June 30, 2020, (the or this “Second Amendment”) to the Note Purchase Agreement dated as of June 27, 2013 is between RPT Realty, L.P. (formerly known as Ramco-Gershenson Properties, L.P.), a Delaware limited partnership (the “Company”), and RPT Realty (formerly known as Ramco-Gershenson Properties Trust), a Maryland real estate investment trust (the “Trust”) and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

RECITALS:

A.The Company, the Trust and each of the Purchasers listed on Schedule A to the Note Purchase Agreement (defined below) have heretofore entered into the Note Purchase Agreement dated as of June 27, 2013, as amended by the First Amendment dated as of December 21, 2017 (as amended, the “Note Purchase Agreement”). The Company has heretofore issued (a) $37,000,000 aggregate principal amount of its 3.75% Senior Guaranteed Notes, Series A, due June 27, 2021 (the “Series A Notes”), (b) $41,500,000 aggregate principal amount of its 4.12% Senior Guaranteed Notes, Series B, due June 27, 2023 (the “Series B Notes”) and (c) $31,500,000 aggregate principal amount of its 4.27% Senior Guaranteed Notes, Series C, due June 27, 2025 (the “Series C Notes” and together with the Series A Notes and the Series B Notes, the “Notes”) pursuant to the Note Purchase Agreement. The Noteholders constitute the Required Holders as defined in the Note Purchase Agreement..

B.The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Second Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1. AMENDMENTS.

Section 1.1. Section 9 – Affirmative Covenants. Section 9 of the Note Purchase Agreement is hereby amended to insert a new Section 9.10 to read as follows:

Section 9.10. Specified Period Fee. If, on the last day of any Specified Fiscal Quarter, the Unsecured Debt Ratio is less than 1.50 to 1.0, the Company shall pay a fee (the “Specified Period Fee”) to each holder in an amount equal 0.125% (12.5 bps) multiplied by the aggregate principal amount of Notes held by such holder, which fee shall be paid by the earlier of 5 Business Days following (a) the date on which the Company has delivered its officer certificate pursuant to Section 7.2 with respect to each such Specified Fiscal Quarter or (b) the date on which the Company was required to deliver its officer certificate pursuant to Section 7.2 with respect to each such Specified Fiscal Quarter, commencing with the Specified Fiscal Quarter ending June 30, 2020, provided, however, that for the avoidance of doubt, any payment of a Make-Whole Amount shall be calculated assuming that no Specified Period Fee applies to any Notes.

Section 1.2. Section 10 – Negative Covenants. Section 10 of the Note Purchase Agreement is hereby amended to insert a new Section 10.14 to read as follows:

Section 10.14. Minimum Liquidity Amount. At any time during the Specified Period, neither the Company nor the Trust will permit the Liquidity Amount to be less than $150,000,000.

Section 1.3. Section 10.9 - Limitation on Unsecured Indebtedness. Section 10.9 of the Note Purchase Agreement is hereby amended to read in its entirety as follows:

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 “Unsecured Debt Ratio”), the Company and their Subsidiaries to be less than (a) 1.25 to 1.0 during the Specified Period and (b) 1.50 to 1.00 at any other time.

Section 1.4. The definition of “Unencumbered Real Estate” set forth in Schedule B of the Note Purchase Agreement is hereby amended by amending paragraph (e) set forth therein to read in its entirety as follows:

(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%) (or 0% during the Specified Period and 70% during each of the fiscal quarters ended December 31, 2021 and March 31, 2022) 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%) (or 0% during the Specified Period and 70% during each of the fiscal quarters ended December 31, 2021 and March 31, 2022) 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;

Section 1.5. Schedule B of the Note Purchase Agreement is hereby amended by inserting the following additional definitions:

“Cash and Cash Equivalents” means (a) cash, (b) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentally thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (c) Dollar denominated time and demand deposits and certificates of deposit of (i) any Noteholder or any of its Affiliates; (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P Global Inc. and its successors (“S&P”) is at least A-2 or the equivalent thereof or from Moody’s Investors Service, Inc. and its successors (“Moody’s”) is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than one (1) year from the date of acquisition, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within one (1) year of the date of acquisition, (e) repurchase agreements with a bank or trust company (including any of the Noteholders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Company or their Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (f) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (e).

“Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount of Unrestricted Cash and Cash Equivalents held by the Company and the Trust on such date, plus (b) the aggregate principal amount that is available for borrowing under any Material Credit Facility; provided that the maturity of such Material Credit Facility is at least one year from such date of determination; minus (c) the aggregate principal amount of Indebtedness outstanding on such date of determination that is payable or required to be paid on or prior to the last day of the Specified Period, and minus (d) the aggregate amount of cash declared dividends and/or other cash distributions to be made during the Specified Period.

“Specified Fiscal Quarter” means each of the fiscal quarters of the Company ended June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021.

“Specified Period” means the period from June 30, 2020 through and including September 30, 2021.

“Unrestricted Cash and Cash Equivalents” means, as of any date of determination, the sum of the aggregate amount of Cash and Cash Equivalents (valued at fair market value) which is Unrestricted. As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves, Liens (other Liens permitted under Section 10.5) or claims of any kind in favor of any Person.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE TRUST.

Section 2.1. To induce the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Company and the Trust jointly and severally represent and warrant to the Noteholders that:

(a) this Second Amendment has been duly authorized, executed and delivered by the Company and the Trust and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Trust enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Trust enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company and the Trust of this Second Amendment (i) have been duly authorized by all requisite partnership or corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Company’s or the Trust’s other limited partnership agreement, trust agreement or charter documents, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company or the Trust or (3) any provision of any material indenture, agreement or other instrument to which either the Company or the Trust is a party or by which their properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d) as of the date hereof and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing; and

(e) neither the Company, the Trust nor any of their Affiliates has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the benefit of any creditor of the Company, the Trust any Subsidiary or any Affiliate, solely in consideration for the changes contemplated by or similar in nature to the changes in this Second Amendment other than the fees contemplated in Section 3.1(e) below and the equivalent fees paid to the holders pursuant to the agreements referenced in Section 3.1(b) below.

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;

(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) 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, (ii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of August 19, 2016 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;

(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;

(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;

(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and

(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment.

Upon receipt of all of the foregoing, this Second Amendment shall become effective.

SECTION 4. CONFIRMATION OF SUBSIDIARY GUARANTIES.

Section 4.1. By its execution of this Second Amendment, each Subsidiary Guarantor reaffirms its obligations under its Subsidiary Guaranty and acknowledges that it is aware of this Second Amendment and that its Subsidiary Guaranty remains in full force and effect and extends to all obligations of the Company under the Note Purchase Agreement as amended by this Second Amendment and as may be further amended, amended and restated, modified or supplemented from time to time.

SECTION 5. MISCELLANEOUS.

Section 5.1. This Second Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 5.3. The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 5.4. This Second Amendment shall be governed by and construed in accordance with New York law, 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 5.5. The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

[Rest of Page Intentionally Left Blank]

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

RPT REALTY, L.P.

By: RPT Realty

Its: General Partner

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RPT REALTY

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO GATEWAY LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO PARKWAY LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

CROFTON 450 LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO WEBSTER PLACE LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO CENTENNIAL SHOPS LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

MARKET PLACE 450 LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO JACKSONVILLE LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RAMCO LAKEHILLS LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

SPRING MEADOWS LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

RPT WEST OAKS II LLC, a Delaware limited liability company

By: /s/ Michael Fitzmaurice

Name: Michael Fitzmaurice

Title: EVP, CFO

Accepted and Agreed to on the date first written above:

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (f/k/a AXA Equitable Life Insurance Company)

By: /s/ Amy Judd

Name: Amy Judd

Title: Investment Officer

Accepted and Agreed to on the date first written above:

MINNESOTA LIFE INSURANCE COMPANY

FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN

AMERICAN REPUBLIC INSURANCE COMPANY

FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN

FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN

CATHOLIC UNITED FINANCIAL

GREAT WESTERN INSURANCE COMPANY

By: Securian Asset Management, Inc.

By: /s/ Robin J. Lenarz

Name: Robin J. Lenarz

Title: Vice President

Accepted and Agreed to on the date first written above:

ATHENE ANNUITY AND LIFE COMPANY

By: Apollo Insurance Solutions Group LP, its investment advisor

By: Apollo Capital Management, L.P., its sub adviser

By: Apollo Capital Management GP, LLC, its General Partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

Accepted and Agreed to on the date first written above:

KNIGHTS OF COLUMBUS

By: /s/ Sarah Capozzo

Name: Sarah Capozzo

Title: Manager of Alternative Investments

Accepted and Agreed to on the date first written above:

AMERICAN FAMILY LIFE INSURANCE COMPANY

By: /s/ David L. Voge

Name: David L. Voge

Title: Director-Private Placements

Exhibit 10.2

RPT REALTY, L.P.

___________________________________

THIRD AMENDMENT

Dated as of June 30, 2020

to the

NOTE PURCHASE AGREEMENT

Dated as of May 28, 2014

___________________________________

Re: $50,000,000 4.65% Senior Guaranteed Notes, Series A, due May 28, 2024

$50,000,000 4.74% Senior Guaranteed Notes, Series B, due May 28, 2026

and

$50,000,000 Private Shelf Facility

THIRD AMENDMENT TO THE NOTE PURCHASE AGREEMENT

This Third Amendment dated as of June 30, 2020 (the or this “Third Amendment”) to the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 is between RPT Realty, L.P. (formerly known as Ramco-Gershenson Properties, L.P.), a Delaware limited partnership (the “Company”), RPT Realty (formerly known as Ramco-Gershenson Properties Trust), a Maryland real estate investment trust (the “Trust”), PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) (“Prudential”) and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

RECITALS:

A.The Company, the Trust, Prudential and each of the Purchasers listed on Schedule A to the Note Purchase Agreement (defined below) have heretofore entered into the Note Purchase and Private Shelf Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of November 18, 2016 and the Second Amendment dated as of December 21, 2017 (as amended, the “Note Purchase Agreement”). The Company has heretofore issued (a) $50,000,000 aggregate principal amount of its 4.65% Senior Guaranteed Notes, Series A, due May 28, 2024 (the “Series A Notes”) and (b) $50,000,000 aggregate principal amount of its 4.74% Senior Guaranteed Notes, Series B, due May 28, 2026 (the “Series B Notes” and together with the Series A Notes, the “Notes”) pursuant to the Note Purchase Agreement. The Noteholders constitute the Required Holders as defined in the Note Purchase Agreement.

B.The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Third Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows: