Amendment to Rights Agreement between Ramco-Gershenson Properties Trust and American Stock Transfer & Trust Company, LLC (September 8, 2009)

Summary

This amendment, dated September 8, 2009, is between Ramco-Gershenson Properties Trust and American Stock Transfer & Trust Company, LLC. It modifies their original Rights Agreement by changing the Final Expiration Date to September 8, 2009. All other terms of the original agreement remain unchanged. The amendment is effective upon execution by both parties' authorized representatives.

EX-4.1 3 k48298exv4w1.htm EX-4.1 exv4w1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

dated as of

September 8, 2009

between

RAMCO-GERSHENSON PROPERTIES TRUST

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

as Rights Agent

AMENDMENT TO RIGHTS AGREEMENT

AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) dated as of September 8, 2009, between Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the “Trust”), and American Stock Transfer & Trust Company, LLC as Rights Agent (the “Rights Agent”),

WITNESSETH

WHEREAS, the Trust and the Rights Agent entered into that certain Rights Agreement (the “Agreement”) dated as of March 25, 2009; and

WHEREAS, the Trust wishes to amend the Agreement to modify the Final Expiration Date; and

WHEREAS, as of the date of this Amendment, the Rights are still redeemable, and the modification of the Final Expiration Date is expressly permitted by Section 27 of the Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Capitalized Terms.

Capitalized terms used in this Amendment shall have the same meaning as are ascribed to them in the Agreement.

SECTION 2. Modification of Final Expiration Date.

The definition of “Final Expiration Date is hereby amended to read in its entirety as follows:

“Final Expiration Date” means the close of business on September 8, 2009.

In all other respects the Agreement shall remain in full force and effect as written

SECTION 3. Counterparts.

This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

SECTION 4. Descriptive Headings.

The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


RAMCO-GERSHENSON PROPERTIES TRUST

By:	/s/ Richard J. Smith

	Name: Richard J. Smith
	Title: Chief Financial Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as Rights Agent

By:	/s/ Paula Caroppoli

	Name:	Paula Caroppoli
	Title:	Vice President