10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the quarterly period ended March 31, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the transition period from           to

Commission file number 1-10093

Ramco-Gershenson Properties Trust

(Exact name of registrant as specified in its charter)

Maryland	13-6908486
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
27600 Northwestern Highway, Suite 200, Southfield, Michigan Address of principal executive offices)	48034 (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 þ          No o

     Number of common shares of beneficial interest ($.01 par value) of the Registrant outstanding as of March 31, 2004: 16,820,841

Website access to Company’s Reports

     Ramco-Gershenson Properties Trust website address is www.rgpt.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

INDEX

		Page No.
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — March 31, 2004 and December 31, 2003		2
	Consolidated Statements of Income and Comprehensive Income — Three Months Ended March 31, 2004 and 2003		3
	Consolidated Statement of Shareholders’ Equity — Three Months Ended March 31, 2004		4
	Consolidated Statements of Cash Flows — Three Months Ended March 31, 2004 and 2003		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 4.	Controls and Procedures		17
PART II — OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K		18
First Modification Agreement
Guaranty Agreement
First Amendment to Employment Agreement
Certification of CEO pursuant Section 302
Certification of CFO pursuant Section 302
Certification of CEO and CFO to Section 906

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PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

			March 31,			December 31,
			2004			2003
Assets
Investment in real estate, net			$	772,569		$	736,753
Cash and cash equivalents				13,812			19,883
Accounts receivable, net				29,405			30,578
Equity investments in unconsolidated entities				8,886			9,091
Other assets, net				32,919			30,674
		Total Assets	$	857,591		$	826,979
Liabilities and Shareholders’ Equity
Mortgages and notes payable			$	494,543		$	454,358
Distributions payable				8,296			10,486
Accounts payable and accrued expenses				19,373			23,463
		Total Liabilities		522,212			488,307
Minority Interest				42,555			42,978
Shareholders’ Equity
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,000 Series B shares issued and outstanding, liquidation value of $25,000			23,804			23,804
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,821 and 16,795 issued and outstanding, respectively			168			167
	Additional paid-in capital			342,578			342,127
	Accumulated other comprehensive loss			(1,370	)		(1,098	)
	Cumulative distributions in excess of net income			(72,356	)		(69,306	)
Total Shareholders’ Equity				292,824			295,694
		Total Liabilities and Shareholders’ Equity	$	857,591		$	826,979

See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

				For the Three
				Months Ended
				March 31,
				2004			2003
Revenues
	Minimum rents			$	21,306		$	17,364
	Percentage rents				450			641
	Recoveries from tenants				8,726			7,674
	Fees and management income				467			208
	Other income				224			479
			Total revenues		31,173			26,366
Expenses
	Real estate taxes				3,871			3,281
	Recoverable operating expenses				5,114			4,275
	Depreciation and amortization				6,369			5,085
	Other operating				358			383
	General and administrative				2,376			2,221
	Interest expense				7,755			7,340
			Total expenses		25,843			22,585
Operating income					5,330			3,781
Earnings from unconsolidated entities					69			82
Income from continuing operations before minority interest					5,399			3,863
Minority interest					(805	)		(776	)
Income from continuing operations					4,594			3,087
Income from discontinued operations, net of minority interest					15			64
Net income					4,609			3,151
Preferred stock dividends					(594	)		(594	)
Net income available to common shareholders				$	4,015		$	2,557
Basic earnings per share:
	Income from continuing operations			$	0.24		$	0.20
	Income from discontinued operations				—			0.01
	Net income available to common shareholders			$	0.24		$	0.21
Diluted earnings per share:
	Income from continuing operations			$	0.24		$	0.20
	Income from discontinued operations				—			0.01
	Net income available to common shareholders			$	0.24		$	0.21
Basic weighted average shares outstanding					16,798			12,277
Diluted weighted average shares outstanding					17,030			12,410
Comprehensive Income
	Net Income			$	4,609		$	3,151
	Other comprehensive (loss) income:
		Unrealized (losses) gains on interest rate swaps			(272	)		661
Comprehensive income				$	4,337		$	3,812

See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

								Accumulated
				Common		Additional		Other			Cumulative			Total
		Preferred		Stock Par		Paid-In		Comprehensive			Earnings/			Shareholders’
		Stock		Value		Capital		Loss			Distributions			Equity
Balance, January 1, 2004		$	23,804	$	167	$	342,127	$	(1,098	)	$	(69,306	)	$	295,694
	Cash distributions declared											(7,065	)		(7,065	)
	Preferred shares dividends declared											(594	)		(594	)
	Stock options exercised				1		451								452
	Net income and comprehensive loss								(272	)		4,609			4,337
Balance, March 31, 2004		$	23,804	$	168	$	342,578	$	(1,370	)	$	(72,356	)	$	292,824

See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

				For the Three Months
				Ended March 31,
				2004			2003
Cash Flows from Operating Activities:
	Net income			$	4,609		$	3,151
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			6,369			5,102
		Amortization of deferred financing costs			603			301
		Earnings from unconsolidated entities			(69	)		(82	)
		Minority interest, continuing operations			805			776
		Minority interest, discontinued operations			2			16
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable		3,727			(2,014	)
			Other assets		(2,759	)		1,656
			Accounts payable and accrued expenses		(4,093	)		(1,637	)
Net Cash Flows From Operating Activities					9,194			7,269
Cash Flows from Investing Activities:
	Capital expenditures and acquisitions				(21,797	)		(17,285	)
	Investment in unconsolidated entities				(50	)		—
	Distributions received from unconsolidated entities				324			13
Net Cash Flows From Investing Activities					(21,523	)		(17,272	)
Cash Flows from Financing Activities:
	Cash distributions to shareholders				(9,255	)		(5,153	)
	Cash distributions to operating partnership unit holders				(1,230	)		(1,231	)
	Cash dividends paid on preferred shares				(594	)		—
	Repayment of unsecured term loan				(7,250	)		(2,998	)
	Principal repayments on mortgages payable				(1,987	)		(8,093	)
	Repayment of Credit Facility				—			(6,098	)
	Payment of deferred financing costs				(178	)		(127	)
	Borrowings on Credit Facility				19,050			8,098
	Borrowings on unsecured term loan				7,250			24,748
	Proceeds from exercise of stock options				452			565
Net Cash Flows From Financing Activities					6,258			9,711
Net Decrease in Cash and Cash Equivalents					(6,071	)		(292	)
Cash and Cash Equivalents, Beginning of Period					19,883			9,974
Cash and Cash Equivalents, End of Period				$	13,812		$	9,682
Supplemental Disclosures of Cash Flow Information:
	Cash paid for interest during the period			$	8,339		$	7,305
Supplemental Disclosures of Noncash Items:
	Assumed debt of acquired property			$	23,122		$	—
	Increase in note receivable from joint venture				2,554			—
	(Decrease) Increase in fair value of interest rate swaps				(272	)		661

See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

1.     Basis of Presentation

      The accompanying interim financial statements and related notes of Ramco-Gershenson Properties Trust (the “Company”) are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting, the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules. The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results for interim periods are not necessarily indicative of the results for a full year.

      Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.

2.     Recent Accounting Pronouncements

      Consolidation of Variable Interest Entities — In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” The objective of this Interpretation is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company’s interest in the VIE is such that the company will absorb a majority of the VIE’s expected losses and/or receive a majority of the entity’s expected residual returns, if they occur. FIN 46 also requires additional disclosure by primary beneficiaries and other significant variable interest holders.

      In December 2003, the FASB issued FIN 46-Revised (“FIN 46-R”) which clarified and replaced FIN 46. FIN 46-R again deferred the adoption of its provisions until periods ending after March 15, 2004. The adoption of FIN 46-R on March 31, 2004, had no impact on our consolidated financial statements.

3.     Accounts Receivable — Net

      Accounts receivable at March 31, 2004 and December 31, 2003 include $5,180 due from Atlantic Realty Trust (“Atlantic”) for tax deficiencies and interest related to the Internal Revenue Service (“IRS”) examination of our taxable years ended December 31, 1991 through 1995. Under terms of the Tax Agreement, Atlantic assumed all of our liability for tax and interest arising out of the IRS examination. See Note 10.

      Accounts receivable include $12,505 and $11,857 of unbilled straight-line rent receivables at March 31, 2004 and December 31, 2003, respectively.

      We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $885 and $873 at March 31, 2004 and December 31, 2003, respectively.

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4. Investment in Real Estate

      Investment in real estate consists of the following:

	March 31, 2004			December 31, 2003
Land	$	110,201		$	108,170
Buildings and improvements		739,436			702,501
Construction in progress		22,024			20,122
		871,661			830,793
Less: accumulated depreciation		(99,092	)		(94,040	)
Investment in real estate — net	$	772,569		$	736,753

      Depreciation expense for the three months ended March 31, 2004 and the year ended December 31, 2003 were $5,101 and $18,048 respectively.

5. Property Acquisitions and Dispositions

      In January 2004, we purchased Merchants’ Square shopping center located in Carmel, Indiana. The cost of this property was approximately $37,300, which includes the assumption of fixed rate debt in the amount of $23,122 with an interest rate of 7.1%. The purchase price was allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their fair market value. We are in the process of gathering certain information to finalize the purchase price allocation.

      In December 2003, we sold Ferndale Plaza shopping center and included its operations in income from discontinued operations in the Consolidated Statement of Income for the three months ended March 31, 2004 and 2003. During 2004, we recognized $15 of percentage rent revenues, net of minority interest.

6. Investment in Unconsolidated Joint Venture

      In March 2004, we formed Beacon Square Development LLC (“Beacon Square”)and invested $50 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450 for a 90% interest. We received from the joint venture a note receivable in the amount of $2,554, which bears interest at 11%, for advances paid by us on behalf of Beacon Square for the acquisition of land and construction in progress related to the construction of Beacon Square shopping center located in Grand Haven, Michigan.

      Under terms of an agreement with Beacon Square, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned a predevelopment fee of $125 and management fees of $169 as of March 31, 2004.

      The joint venture agreement includes a provision whereby we have the right, but not the obligation, to purchase the property during a two year period, commencing March 30, 2005. In the event that we do not exercise the purchases option, we are obligated to pay $45 to the unrelated joint venture partner.

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7.     Other Assets

      Other assets consist of the following:

	March 31, 2004			December 31, 2003
Leasing costs	$	22,754		$	21,949
Prepaid expenses and other		14,733			13,529
Deferred financing costs		10,230			10,052
Intangible assets		4,578			3,015
		52,295			48,545
Less: accumulated amortization		(22,616	)		(21,348	)
		29,679			27,197
Proposed development and acquisition costs		3,240			3,477
Other assets, net	$	32,919		$	30,674

      Amortization expense for the three months ended March 31, 2004 and the year ended December 31, 2003 were $1,268 and $4,928, respectively.

8.     Mortgages and Notes Payable

      Mortgages and notes payable consist of the following:

	March 31, 2004		December 31, 2003
Fixed rate mortgages with interest rates ranging from 4.76% to 8.81%, due at various dates through 2018	$	352,001	$	330,776
Floating rate mortgages at 75% of the rate of long-term Capital A rated utility bonds, due January 1, 2010, plus supplemental interest to equal LIBOR plus 200 basis points, if applicable. The effective rate at March 31, 2004 was 4.21% and at December 31, 2003 was 4.38%		5,740		5,830
Floating rate mortgage, with an interest rate at prime or LIBOR plus 200 basis points, due September 2005. The effective rate at March 31, 2004 was 3.33% and at December 31, 2003 was 3.14%		21,000		21,000
Construction loan financing, with an interest rate at LIBOR plus 175 basis points, due May 2004. The effective rate at March 31, 2004 was 2.88% and at December 31, 2003 was 4.95%. Maximum borrowings of $27,000		21,752		21,752
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 325 to 375 basis points over LIBOR, due December 2005, maximum borrowings of $40,000, zero balance outstanding		—		—
Secured Revolving Credit Facility, with an interest rate at LIBOR plus 150 to 200 basis points, due December 2005, maximum available borrowings of $125,000. The effective rate at March 31, 2004 was 4.15% and at December 31, 2003 was 4.98%		94,050		75,000
	$	494,543	$	454,358

      The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $596,879 as of March 31, 2004. The Secured Revolving Credit Facility is

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secured by mortgages on various properties that have an approximate net book value of $150,787 as of March 31, 2004.

      Borrowings under the $125,000 Secured Revolving Credit Facility bear interest between 150 and 200 basis points over LIBOR depending on certain ratios. Using 175 basis points over LIBOR at March 31, 2004, the effective interest rate was 4.2%, including interest rate swap agreements. At our option, through June 2004, we can increase the available amount of borrowings from $125,000 to $150,000.

      Borrowing under the Unsecured Revolving Credit Facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios. At our option, through June 2004, we can increase the available amount of borrowings by $10,000 to $50,000.

      During April 2004, we repaid $14,852 of the construction loan due May 2004 with proceeds from a new fixed rate mortgage loan we entered into subsequent to March 31, 2004 (see Note 11). At our option, we have the ability to extend the maturity date for the remaining $6,900 construction loan for an additional 30 months.

      At March 31, 2004, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $1,976. At March 31, 2004, we also had other letters of credit outstanding of approximately $1,247. At March 31, 2004, we had no outstanding borrowings under any of our letters of credit.

      The Secured Revolving Credit Facility and the Unsecured Revolving Credit Facility contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of March 31, 2004, we were in compliance with the covenant terms.

      The mortgage loans (other than our Secured Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, 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 of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

      The following table presents scheduled principal payments on mortgages and notes payable as of March 31, 2004:

Year Ended December 31,
2004 (April 1 — December 31)		$	39,513
2005			111,227
2006			104,425
2007			60,996
2008			18,187
Thereafter			160,195
	Total	$	494,543

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9.     Leases

      Approximate future minimum rentals under noncancelable operating leases in effect at March 31, 2004, assuming no new or renegotiated leases nor option extensions on lease agreements, are as follows:

Year Ended December 31,
2004 (April 1 — December 31)		$	61,954
2005			76,797
2006			69,450
2007			61,727
2008			52,790
Thereafter			325,091
	Total	$	647,809

      We lease office space for our corporate headquarters under an operating lease that expires on June 30, 2004. We anticipate that we will relocate our corporate offices during the third quarter of 2004 and have entered into a new ten year lease agreement that becomes effective July 1, 2004. Under terms of the agreement, our annual straight-line rent expense will be approximately $750, an increase of $387 over the existing operating lease.

10.     Commitments and Contingencies

      Internal Revenue Service Examination — We have been the subject of an Internal Revenue Service (“IRS”) examination of our taxable years ended December 31, 1991 through 1995 (the “IRS Audit”). On October 29, 2001, the IRS issued an examination report in connection with the IRS Audit wherein they proposed, among other things, to disqualify us as a REIT for the taxable year ended December 31, 1994 (the “IRS Report”). During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We filed a formal protest with respect to the IRS Report on November 29, 2001, and subsequently participated in numerous meetings with the IRS appellate conferee. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit (the “Closing Agreement”).

      Pursuant to the terms of the Closing Agreement (i) our “REIT taxable income” was adjusted for each of the taxable years ended December 31, 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was terminated for the taxable year ended December 31, 1994; (iii) we were not permitted to reelect REIT status for the taxable year ended December 31, 1995; (iv) we were permitted to reelect REIT status for taxable years beginning on or after January 1, 1996; (v) our timely filing of IRS Form 1120-REIT for the taxable year ended December 31, 1996 was treated, for all purposes of the Internal Revenue Code (the “Code”), as an election to be taxed as a REIT; (vi) the provisions of the Closing Agreement were expressly contingent upon our payment of “deficiency dividends” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year) in amounts not less than $1,387 and $809 for our 1992 and 1993 taxable years respectively; (vii) we consented to the assessment and collection, by the IRS, of approximately $5,180 in tax and interest; and (viii) we agreed that no penalties or other “additions to tax” would be asserted with respect to any adjustments to taxable income required pursuant to the Closing Agreement.

      As a consequence of losing our REIT status for the taxable year ended December 31, 1994, and reelecting REIT status for the taxable year which began January 1, 1996, we became subject to certain Treasury Regulations applicable to corporations qualifying as a REIT after being subject to tax under subchapter C of the Internal Revenue Code. Under these Treasury Regulations, a corporation which owns an asset on the day before, as well as the day of, the corporation’s qualification as a REIT recognizes gain (subject to tax at the highest corporate income tax rate) as of the day before such qualification in an amount

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equal to the excess of (1) the fair market value of such assets on such date over (2) the corporation’s adjusted basis in such assets on such date. In lieu of this treatment, the corporation may elect, in respect of any asset it held on the day before, as well as on the first day, it qualified as a REIT, to recognize, on any taxable disposition of such asset during the ten-year period beginning on such date, gain which, to the extent of the excess of (1) the fair market value of the asset as of the beginning of such ten-year period over (2) the corporation’s adjusted basis in such asset as of the beginning of such ten-year period, is subject to tax at the highest corporate income tax rate.

      An exception to the Treasury Regulations described in the preceding paragraph applies to any re-election as a REIT by a corporation that, (1) immediately prior to qualifying as a REIT, was taxed as a subchapter C corporation for a period not exceeding two taxable years, and (2) immediately prior to being subject to tax as a subchapter C corporation, was taxed as a REIT for a period of at least one taxable year. Because we meet the requirements for this exception to apply, the rules in the Treasury Regulations do not apply to us.

      In addition, because we lost our REIT status for the taxable year ended December 31, 1994, and reelected REIT status for the taxable year which began January 1, 1996, we were required to have distributed to our shareholders by the close of the taxable year which began January 1, 1996, any earnings and profits we accumulated as a subchapter C corporation for the taxable years ended December 31, 1994 and 1995. Because we did not accumulate (but rather distributed) any profits we earned during the taxable years ended December 31, 1994 and 1995, we did not have any accumulated earnings and profits that we were required to distribute by the close of the taxable year which began January 1, 1996.

      In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust (“Atlantic”) in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all of our tax liability arising out of the IRS’ then ongoing examination (which included, but is not otherwise limited to, the IRS Audit), excluding any tax liability relating to any actions or events occurring, or any tax return position taken after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes (the “Tax Agreement”). In addition, the Tax Agreement provides that, to the extent any tax which Atlantic is obligated to pay under the Tax Agreement can be avoided through the declaration of a “deficiency dividend”, we will make, and Atlantic will reimburse us for the amount of such deficiency dividend.

      On December 15, 2003, our Board of Trustees declared a cash dividend in the amount of $2,200, payable on January 20, 2004, to common shareholders of record on December 31, 2003. Immediately following the payment of such dividend, we timely filed IRS Form 976, Claim for Deficiency Dividends Deductions by a Real Estate Investment Trust, claiming deductions in the amount of $1,387 and $809 for our 1992 and 1993 taxable years respectively. Our payment of the deficiency dividend was both consistent with the terms of the Closing Agreement and necessary to retain our status as a REIT for each of the taxable years ended December 31, 1992 and 1993. On January 21, 2004, pursuant to the Tax Agreement, Atlantic reimbursed us $2,200 in recognition of our payment of the deficiency dividend.

      In the notes to the consolidated financial statements of Atlantic’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies and deficiency dividend (and interest on the tax deficiencies and deficiency dividend) reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2,200 in recognition of our payment of the deficiency dividend. We expect to be reimbursed by Atlantic for the tax assessment and related interest pursuant to the Tax Agreement, but there can be no assurance that we will receive payment from Atlantic. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to reimburse us for our payment of $5,180 in tax deficiencies and interest. According to the annual report on Form 10-K filed by Atlantic for its year ended December 31, 2003, Atlantic had net assets of approximately $55.1 million (as determined pursuant to the liquidation basis of accounting).

      The IRS is currently conducting an examination of us for the taxable years ended December 31, 1996 and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, 1998, and 1999 (the “IRS Examination”). As of even date herewith, the IRS has not issued a report nor proposed any

11

adjustments in connection with the IRS Examination. Certain tax deficiencies (and any related interest and penalties) which may be assessed against us in connection with the IRS Examination may constitute covered taxes under the Tax Agreement. Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS with respect to such covered taxes, and we would be required to pay the difference out of our own funds. The IRS may also assess taxes that Atlantic is not required to pay. Accordingly, the ultimate resolution of any tax liabilities arising pursuant to the IRS Examination may have a material adverse effect on our financial position, results of operations and cash flows.

      Construction Costs — In connection with the development and expansion of various shopping centers as of March 31, 2004, we have entered into agreements for construction costs of approximately $3,450.

11.     Subsequent Event

      In April 2004, we entered into two fixed rate mortgage loans amounting to $34,700, secured by two properties. These mortgage notes payable bear interest at 5.4% and are due May 2014. The new debt replaces $20,145 of existing variable rate loans, with a weighted-average interest rate of 3.2% at March 31, 2004.

12

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

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

Liquidity and Capital Resources

      The principal uses of our liquidity and capital resources are for operations, acquisitions, development, redevelopment, including expansion and renovation programs, and debt repayment, as well as dividend payments in accordance with real estate investment trust (“REIT”) requirements. We anticipate that cash on hand, borrowings under our existing credit facilities, as well as other debt and additional equity offerings, will provide the necessary capital to achieve continued growth.

      We generated $9.2 million in cash flows from operating activities and $6.3 million from financing activities for the three months ended March 31, 2004. The acquisition of Merchants’ Square shopping center used $14.2 million during the quarter. Borrowings under our Secured Credit Facility provided $19.1 million. During the three months ended March 31, 2004, we repaid $2.0 million of mortgage obligations and paid $11.1 million for cash distributions to shareholders and holders of operating partnership units.

      At March 31, 2004, our market capitalization amounted to $1.1 billion. Market capitalization consisted of $494.5 million of debt, $28.5 million of Series B Preferred Shares, and $557.0 million of Common Shares and Operating Partnership Units at market value. Our debt to total market capitalization was 45.8% at March 31, 2004, as compared to 43.7% at December 31, 2003. Our outstanding debt at March 31, 2004, had a weighted average interest rate of 6.3%, and consisted of $427.0 million of fixed rate debt and $67.5 million of variable rate debt.

      Our $125.0 million secured revolving credit facility bears interest between 150 and 200 basis points over LIBOR depending on certain of our leverage ratios. Using 175 basis points over LIBOR at March 31, 2004, the effective interest resulted was 4.2%, including interest rate swap agreements. At our option, through June 2004, we can increase the available amount of borrowings from $125.0 million to $150.0 million, upon payment of a fee to the lenders and provided that we are not in default.

      Our unsecured revolving credit facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios. The credit facility is due December 2005. At our option through June 2004, we can increase the available amount of borrowings by $10.0 million to $50.0 million, upon payment of a fee to the lenders and provided that we are not in default.

      During April 2004, we repaid $14.9 million of the construction loan due May 2004 with proceeds from a new fixed rate mortgage loan we entered into subsequent to March 31, 2004 (see Note 11). At our option, we have the ability to extend the maturity date for the remaining $6.9 million construction loan for an additional 30 months.

      Outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $2.0 million. At March 31, 2004, we also had other letters of credit outstanding of approximating $1.2 million.

      Under terms of various debt agreements, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75.0 million at March 31, 2004. Based on rates in effect at March 31, 2004, the agreements for notional amounts aggregating $75.0 million provide for fixed rates ranging from 4.4% to 4.7% and expire at various dates through December 2005. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however we do not anticipate non-performance by the counter party.

      After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at March 31, 2004, our variable rate debt accounted for approximately

13

$67.5 million of outstanding debt with a weighted average interest rate of 3.1%. Variable rate debt accounted for approximately 13.7% of our total debt and 6.3% of our total capitalization.

      The properties in which Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), owns an interest and which are accounted for on the equity method of accounting are subject to non-recourse mortgage indebtedness. At March 31, 2004, our pro rata share of non-recourse mortgage debt on the unconsolidated properties (accounted for on the equity method) was $21.6 million with a weighted average interest rate of 6.1%.

      The mortgage loans (other than our secured revolving credit facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, 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 bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

Capitalization

      Our capital structure at March 31, 2004, includes property specific mortgages, an Unsecured Revolving Credit Facility, the Secured Revolving Credit Facility, our Series B Preferred Shares, our Common Shares and the minority interest in the Operating Partnership. At March 31, 2004, the minority interest in the Operating Partnership represented a 14.8% ownership in the Operating Partnership which, may under certain conditions, be exchanged for an aggregate of 2,929,000 Common Shares.

      As of March 31, 2004, the units in the Operating Partnership Units (“OP Units”) were exchangeable for Common Shares of the Company 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 in cash based on the current trading price of our Common Shares. Assuming the exchange of all limited partnership interests in the Operating Partnership, there would have been 19,750,103 of our common shares outstanding at March 31, 2004, with a market value of approximately $557.0 million (based on the closing price of $28.20 per share on March 31, 2004).

      As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt and to fund any future acquisitions.

      We anticipate that the combination of the availability under the two Credit Facilities, possible equity offerings, the sale of existing properties, and potential new debt will satisfy our expected working capital requirements through at least the next 12 months. We anticipate adequate liquidity for the foreseeable future to fund future developments, expansions, repositioning, and to continue currently planned capital programs, and to make distributions to our shareholders in accordance with the Code’s requirements applicable to REITs. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

Comparison of Three Months Ended March 31, 2004 to Three Months Ended March 31, 2003

      We made six acquisitions during 2003 and one acquisition in January 2004. These seven properties are included as “Acquisitions” in the following discussion.

      Total revenues for the three months ended March 31, 2004, were $31.2 million, a $4.8 million increase over the comparable period in 2003. Minimum rents increased $3.9 million, to $21.3 million for the three

14

months ended March 31, 2004 when compared to the same period in 2003. Acquisitions contributed $3.3 million of the increase in minimum rents for the three months ended March 31, 2004.

      Recoveries from tenants increased $1.0 million, or 13.0%, to $8.7 million as compared to $7.7 million for the same three months in 2003. The increase was substantially the result of Acquisitions made during 2003 and 2004. The overall recovery ratio was 97.1% for the three months ended March 31, 2004, compared to 101.6% for the three months ended March 31, 2003. We expect the recovery ratio to be between 95.0% and 98.5% for the twelve months ended December 31, 2004, compared to 93.1% for 2003. The forecasted increase is primarily related to the estimated completion of various redevelopment projects during 2004.

      Percentage rents decreased $191,000, from $641,000 for the three months ended March 31, 2003, to $450,000 for same quarter in 2004. Upon lease renewal, we have converted percentage rents for several anchor tenants to fixed minimum rent.

      Fees and management income were $259,000 higher in 2004 when compared to the three months ended March 31, 2003. The increase is primarily due to predevelopment, construction management, and leasing fees earned from our joint venture, Beacon Square Development, LLC. Other income decreased $255,000 to $224,000 for the three months ended March 31, 2004, and the decrease was primarily attributable to lower termination fees earned during the three months ended March 31, 2004, compared to the same period in 2003.

      Total expenses for the three months ended March 31, 2004, increased $3.2 million, or 14.2%, to $25.8 million as compared to $22.6 million for the three months ended March 31, 2003. The increase was due to $1.4 million increase in total recoverable expenses, including recoverable operating expenses and real estate taxes, $1.3 million increase in depreciation expense, a $415,000 increase in interest expense, a $155,000 increase in general and administrative expenses and a $25,000 decrease in other operating expenses. Acquisitions accounted for $3.4 million of the increase in total expenses.

      Total recoverable expenses, including real estate taxes, increased by $1.4 million, to $9.0 million as compared to $7.6 million for the three months ended March 31, 2003. The increase is attributable primarily to shopping center Acquisitions made in 2003 and 2004.

      Depreciation and amortization expense increased $1.3 million, or 25.3%, to $6.4 million for the three months ended March 31, 2004. Depreciation expense related to Acquisitions made in 2003 and 2004 contributed $922,000 of the increase. The balance of the increase is primarily attributable to redevelopment projects completed during 2003.

      Other operating expenses decreased $25,000 to $358,000 for the three months ended March 31, 2004, from $383,000 for the same period in 2003. Legal expenses related to tenant bankruptcies decreased $57,000 for the three months ended March 31, 2004, when compared to the three months ended March 31, 2003. Acquisitions increased other operating expenses by $32,000.

      General and administrative expenses increased $155,000 to $2.4 million, as compared to $2.2 million for the three months ended March 31, 2003. The increase is principally attributable to state and local taxes, as well as increased salaries and fringe benefits expenses during the three months ended March 31, 2004, when compared to the same period in 2003.

      Interest expense increased $415,000, from $7.3 million for the three months ended March 31, 2003,to $7.8 million during the first quarter of 2004. Higher average loan balances during the three months ended March 31, 2004, contributed $757,000 of the increase. Lower interest rates during the during the three months ended March 31, 2004 decreased interest expense by $207,000 for the three months ended March 31, 2004, when compared to the same period in 2003. Capitalized interest, related to redevelopment projects, amounted to $231,000 for the three months ended March 31, 2004, as compared to $48,000 for the same period in 2003.

      The increase in minority interest is principally the result of higher income before minority interest for the three months ended March 31, 2004, when compared to same period in 2003.

      In December 2003, we sold Ferndale Plaza shopping center and we have included its operations in income from discontinued operations in the Consolidated Statement of Income for the three months ended

15

March 31, 2004 and 2003. During 2004, we recognized $15,000 of percentage rent revenues, net of minority interest, from a tenant located at this shopping center.

Economic Conditions

      Substantially all of the leases at our properties provide for tenants to pay their pro rata share of operating expenses, including common area maintenance and real estate taxes, thereby reducing our exposure to increases in operating expenses resulting from inflation. Many of the tenants” leases contain provisions designed to lessen the impact of inflation. Such provisions include the ability to receive percentage rentals based on a tenant’s gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than ten years, which may enable us to replace existing leases with new leases at a higher base and/or percentage rentals if rents of the existing leases are below the then existing market rate.

      The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. If this trend should continue, our future earnings performance could be negatively impacted.

Sensitivity Analysis

      We are exposed to interest rate risk on our variable rate debt obligations. 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 the interest rate swap agreements in effect at March 31, 2004, a 100 basis point change in interest rates would affect our annual earnings and cash flows by approximately $675,000.

Funds from Operations

      We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), gains on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. FFO should not be considered an alternative to GAAP net income as an indication of our performance. We consider FFO as a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies.

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      The following table illustrates the calculation of FFO (in thousands):

			Three Months Ended
			March 31,
			2004		2003
Net income available to common shareholders			$	4,015	$	2,557
Add:
	Depreciation and amortization expense			6,400		5,098
	Minority interest in partnership:
		Continuing operations		805		776
		Discontinued operations		2		16
Funds from Operations — basic and diluted			$	11,222	$	8,447
Weighted average equivalent shares outstanding(2)
	Basic			19,727		15,208
	Diluted			19,959		15,341
Supplemental disclosure:
	Straight-line rental income		$	648	$	606

(1)	Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation.
(2)	Basic weighted average shares outstanding represents the weighted average total shares outstanding, which includes common shares and assumes the redemption of all Operating Partnership Units for common shares. Diluted weighted average shares outstanding represents the basic weighted average common shares outstanding and the dilutive impact of in-the-money stock options.

Capital Expenditures

      During the three months ended March 31, 2004, we spent approximately $2.0 million on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations or repositionings, were approximately $4.7 million. Revenue neutral expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $310,000.

Forward Looking Statements

      This Form 10-Q contains forward-looking statements with respect to the operation of certain of our properties. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include general economic conditions, the strength of key industries in the cities in which our properties are located, the performance of tenants at our properties and elsewhere, and other factors discussed in this report and other reports we have filed with the Securities and Exchange Commission.

Item 4.     Controls and Procedures

      Based on the most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer believe the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There were not any significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any corrective actions with regards to significant deficiencies and material weaknesses.

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PART II — OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.	Description
10.61	First Modification Agreement dated January 15, 2004, between Ben Mar, LLC, the old borrower, Ramco-Merchants Square LLC, the new borrower and Teachers Insurance and Annuity Association of America the lender.
10.62	Guaranty agreement dated January 15, 2004 between Ramco-Gershenson Properties, L.P., the Guarantor, and Teachers Insurance and Annuity Association of America, the Lender, in connection with the modification agreement dated January 15, 2004.
10.63	First Amendment to Employment Agreement, dated April 24, 2003 between Ramco-Gershenson Properties Trust and Bruce Gershenson.
Ex-31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Ex-31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Ex-32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

      Not applicable.

18

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

RAMCO-GERSHENSON PROPERTIES TRUST

By:  /s/ DENNIS GERSHENSON

Dennis Gershenson

Chief Executive Officer

Date: May 3, 2004

By:  /s/ RICHARD J. SMITH

Richard J. Smith

Chief Financial Officer

(Principal Accounting Officer)

Date: May 3, 2004

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EXHIBIT INDEX

Exhibit No.	Description
10.61	First Modification Agreement dated January 15, 2004, between Ben Mar, LLC, the old borrower, Ramco-Merchants Square LLC, the new borrower and Teachers Insurance and Annuity Association of America the lender.
10.62	Guaranty agreement dated January 15, 2004 between Ramco-Gershenson Properties, L.P., the Guarantor, and Teachers Insurance and Annuity Association of America, the Lender, in connection with the modification agreement dated January 15, 2004.
10.63	First Amendment to Employment Agreement, dated April 24, 2003 between Ramco-Gershenson Properties Trust and Bruce Gershenson.
Ex-31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Ex-31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Ex-32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

EX-10.61

                                                                   EXHIBIT 10.61

                          FIRST MODIFICATION AGREEMENT

         THIS FIRST MODIFICATION AGREEMENT ("MODIFICATION") is made this ______
day of January, 2004, by BEN MAR, LLC, an Indiana limited liability company (the
"OLD BORROWER"), having its principal place of business c/o The Linder Company,
8555 North River Road, Suite 375, Indianapolis, Indiana 46240, Attn: Gary I.
Linder, RAMCO-MERCHANTS SQUARE LLC, a Delaware limited liability company, having
its principal place of business c/o Ramco-Gershenson Properties Trust, 27600
Northwestern Highway, Suite 200, Southfield, Michigan 48034 (the "NEW
BORROWER"), for the benefit of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA ("TIAA"), a New York corporation, having an address at 730 Third Avenue,
New York, New York 10017 (the "LENDER").

                                    RECITALS:

         WHEREAS, Lender has made a loan (the "LOAN") to Old Borrower in the
maximum amount of $25,000,000.00. To evidence the Loan, Old Borrower executed
and delivered to Lender a Promissory Note (the "NOTE"), dated July 29, 1999 in
the original principal amount of Twenty-Five Million and No/100 Dollars
($25,000,000.00) to order of TIAA (this amount or so much as is outstanding from
time to time is referred to as the "PRINCIPAL"). The Note, among other things,
evidences the Old Borrower's current obligation to repay to the Lender with
interest those amounts described in the Note. In order to secure the Note, Old
Borrower executed and delivered to Lender,

                           (i)      a certain Mortgage, Assignment of Leases and
                  Rents, Security Agreement and Fixture Filing Statement, dated
                  July 29, 1999, and recorded with Hamilton County, Indiana (the
                  "RECORDER'S OFFICE") on August 2, 1999 as Document No.
                  199909945462, (the "MORTGAGE"), which currently encumbers Old
                  Borrower's fee simple interest in the property and
                  improvements located at 2160 East 166th Street, Carmel,
                  Indiana as more particularly described therein and other
                  property of Old Borrower (as further defined in the Mortgage,
                  the "PROPERTY");

                           (ii)     a certain Assignment of Rents and Leases,
                  dated July 29, 1999, and recorded with the Recorder's Office
                  on August 2, 1999, as Document No. 199909945463 (the
                  "ASSIGNMENT OF RENTS AND LEASES"); and

                           (iii)    those certain UCC-1 Financing Statements
                  filed with the Secretary of State of Indiana and the
                  Recorder's Office (the "FINANCING STATEMENTS").

The Note is further evidenced and secured by that certain (a) Environmental
Indemnity dated July 29, 1999 executed by Gary I. Linder, (b) Guaranty dated
July 29, 1999

                                       1


executed by Gary I. Linder, and (c) Escrow and Security Agreement dated July 29,
1999 (the foregoing documents are collectively referred to herein as the "LOAN
DOCUMENTS");

         WHEREAS, as of the date of this Modification, the Loan Documents have
not been modified or amended;

         WHEREAS, immediately prior to the execution and delivery of this
Modification, Old Borrower has conveyed (the "TRANSACTION") to New Borrower the
Property;

         WHEREAS, New Borrower's sole member is Ramco-Gershenson Properties,
L.P., a Delaware limited partnership ("RGPLP"), the general partner is
Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the
"GENERAL PARTNER"), which General Partner is a publicly traded company listed on
the New York Stock Exchange and RGPLP's limited partners are comprised of
various individuals and entities, including General Partner, which owns a
majority of the limited partnership interests in RGPLP;

         WHEREAS, the parties hereto desire to amend the Loan Documents to
reflect the Transaction and to modify the Mortgage in certain other respects;
and

         WHEREAS, to induce Lender to consent to the Transaction, New Borrower
desires to reaffirm its obligations under the Loan Documents.

                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       The foregoing Recitals are incorporated in this Modification
as if fully set forth therein. Any initially capitalized term not otherwise
defined herein shall have the meaning ascribed to such term in the Mortgage.

         2.       Lender acknowledges and consents to the Transaction as
contemplated hereby in this Modification.

         3.       Lender acknowledges the receipt of the one percent (1%) of the
Note's principal balance as required under that certain letter from Lender's
loan servicer to Ms. Catherine Clark, Vice President Acquisitions/Dispositions,
Ramco-Gershenson Properties Trust dated November 7, 2003 (the "TRANSFER FEE"),
and the payment of Lender's expenses in connection with the Transfer, including
Lender's administrative fees.

         4.       Lender certifies to New Borrower that as of the date hereof,
the Loan Documents are in full force and effect; neither the Borrower or any
guarantor or indemnitor is in default thereunder; and the Loan Documents have
not been modified, supplemented or amended and constitute all of the material
documents relating to the Note and the transaction contemplated thereby.

                                       2


         5.       As of the date hereof, the outstanding balance of the Note is
$_______________. Old Borrower acknowledges that it has no existing and asserted
(and no basis for any unasserted) claims, counterclaims, defenses or rights of
setoff whatsoever with respect to any payment obligations under the Note or any
other obligations under the Mortgage or any other document evidencing or
securing the Note, and any such claims, counterclaims, defenses and rights of
setoff are hereby waived and relinquished. New Borrower acknowledges that it has
no existing and asserted (and no basis for any unasserted) claims,
counterclaims, defenses or rights of setoff whatsoever with respect to any
payment obligations under the Note or any other obligations under the Mortgage
or any other document evidencing or securing the Note, and any such claims,
counterclaims, defenses and rights of setoff are hereby waived and relinquished.
The Loan Documents are ratified and confirmed hereby and are in full force and
effect. New Borrower hereby assumes the obligations of Old Borrower under the
Loan Documents.

         6.       New Borrower represents, warrants and covenants that following
the date of this Modification, the Property be managed by Ramco-Gershenson, Inc.
(the "PROPERTY MANAGER"), a wholly owned subsidiary of RGPLP, and the Property
shall continue to be managed by Property Manager unless as otherwise permitted
by the Lender. Lender hereby approves Property Manager as the manager of the
Property.

         7.       New Borrower represents and warrants that the Transaction
shall not result in the violation of Section 8.3 of the Mortgage.

         8.       Section 12.1(b) of the Mortgage is hereby deleted in its
entirety and shall be replaced by the following:

                  "(b)     Borrower represents, warrants and covenants that:

                           (i)      Borrower is a Delaware limited liability
                           company, the sole member of which is RGPLP.

                           (ii)     RGPLP is a Delaware limited partnership
                           whose sole general partner is the General Partner,
                           owning one percent (1%) of the partnership interests
                           in RGPLP as a general partner and ____ percent (__%)
                           of the partnership interests in RGPLP as a limited
                           partner (as of the date hereof). The balance of the
                           partnership interests in RGPLP are all limited
                           partnership interests and are held by numerous
                           individuals and entities.

                  (The sole general partner and the limited partners of RGPLP
                  are referred to as the "EXISTING PARTNERS".)

                           (iii)    The General Partner is a publicly traded
                           real estate investment trust currently traded on the
                           New York Stock Exchange and is currently thousands of
                           individual and entity shareholders.

                                       3


         9.       Section 12.2(b) of the Mortgage is hereby deleted in its
entirety and replaced by the following:

                  "(b)     Upon compliance with the conditions set forth in the
                  preceding subsection, the following Transfers (the "PERMITTED
                  TRANSFERS") may occur without Lender's prior consent:

                           (i)      Transfers of limited partnership interests
                           in RGPLP, provided that subsequent to the Transfer,
                           the General Partner (or a transferee pursuant to a
                           Permitted Transfer hereunder) remains as the sole
                           general partner of RGPLP,

                           (ii)     Transfers by the shareholders of General
                           Partner, provided that subsequent to such transfer,
                           the General Partner (or a transferee pursuant to a
                           Permitted Transfer hereunder) is the sole general
                           partner of RGPLP, and

                           (iii)    Transfers of interests in the General
                           Partner by means of merger, whether or not the
                           General Partner is the surviving entity, so long as
                           following such merger, the surviving entity having at
                           least equivalent or better net worth and retail
                           shopping center ownership and management experience
                           to the General Partner."

         10.      The Borrower's principal place of business shall be c/o
Ramco-Gershenson Properties Trust, 27600 Northwestern Highway, Suite 200,
Southfield, Michigan 48034. The address for Borrower provided under Notice
provisions under Section 17.1 of the Mortgage shall be replaced by the
following:

                  "If to Old Borrower:     Ben Mar, LLC
                                           The Linder Company
                                           8555 North River Road, Suite 375
                                           Indianapolis, Indiana 46240
                                           Attn:  Gary I. Linder

                   If to New Borrower:     Ramco-Merchants Square LLC
                                           c/o Ramco-Gershenson Properties Trust
                                           27600 Northwestern Highway, Suite 200
                                           Southfield, Michigan 48034
                                           Attn:  Chief Financial Officer

                                       4


                  With courtesy copies to:  Teachers Insurance and Annuity
                                            Association of America
                                            730 Third Avenue
                                            New York, New York 10017
                                            Attn:    Managing Director,
                                                     Portfolio-Midwest/Southwest
                                                     Mortgage and Real Estate
                                            TIAA Appl. #IN-223
                                            TIAA Mtge. #000453100

                                            and:

                                            Teachers Insurance and Annuity
                                            Association of America
                                            730 Third Avenue
                                            New York, New York 10017
                                            Attn:    Vice President and Chief
                                                     Counsel,
                                                     Investment Management Law
                                            TIAA Appl. #IN-223
                                            TIAA Mtge. #000453100

         11.      New Borrower hereby certifies as follows as of the date hereof
and at all times while the Loan is outstanding:

                  (a)      New Borrower or its respective constituents or
                           affiliates are in violation of any Laws relating to
                           terrorism or money laundering, including Executive
                           Order No. 13224 on Terrorist Financing (effective
                           September 24, 2001) (the "EXECUTIVE ORDER"), and the
                           Uniting and Strengthening America by Providing
                           Appropriate Tools Required to Intercept and Obstruct
                           Terrorism Act of 2001 (Public Law 107-56, the
                           "PATRIOT ACT").

                  (b)      None of New Borrower or its respective constituents
                           or affiliates, any of their respective brokers or
                           other agents acting or benefiting in any capacity in
                           connection with the Loan is a "Prohibited Person"
                           which is defined as follows:

                           (i)      a person or entity that is listed in the
                                    Annex to, or is otherwise subject to the
                                    provisions of, the Executive Order No. 13224
                                    on Terrorist Financing, effective September
                                    24, 2001 and relating to Blocking Property
                                    and Prohibiting Transactions With Persons
                                    Who Commit, Threaten to Commit, or Support
                                    Terrorism the Executive Order;

                           (ii)     a person or entity owned or controlled by,
                                    or acting for or on behalf of, any person or
                                    entity that is listed in the Annex

                                       5


                                  to, or is otherwise subject to the
                                  provisions of, the Executive Order;

                           (iii)  a person or entity with whom Lender is
                                  prohibited from dealing or otherwise
                                  engaging in any transaction by any terrorism
                                  or money laundering law, including the
                                  Executive Order and the Patriot Act;

                           (iv)   a person or entity who commits, threatens or
                                  conspires to commit or supports "terrorism"
                                  as defined in the Executive Order;

                           (v)    a person or entity that is named as a
                                  "specially designated national and blocked
                                  person" on the most current list published
                                  by the U.S. Treasury Department Office of
                                  Foreign Assets Control at its official
                                  website, http://www.treas.gov/ofac/tllsdn.pdf
                                  or at any replacement website or other
                                  replacement official publication of such
                                  list; and

                           (vi)   a person or entity who is affiliated with a
                                  person or entity listed above.

                  (c)      None of New Borrower or its respective affiliates or
                           constituents, any of their respective brokers or
                           other agents acting in any capacity in connection
                           with the Loan is or will (i) conduct any business or
                           engage in any transaction or dealing with any
                           Prohibited Person, including the making or receiving
                           any contribution of funds, goods or services to or
                           for the benefit of any Prohibited Person, (ii) deal
                           in, or otherwise engage in any transaction relating
                           to, any property or interests in property blocked
                           pursuant to the Executive Order; or (iii) engage in
                           or conspire to engage in any transaction that evades
                           or avoids, or has the purpose of evading or avoiding,
                           or attempts to violate any of the prohibitions sets
                           forth in the Executive Order or the Patriot Act.

         12.      New Borrower assumes all of the obligations under the Escrow
and Security Agreement dated July 29, 1999.

         13.      Lender acknowledges that, anything to the contrary set forth
in the Loan Documents notwithstanding, New Borrower shall not be liable for any
breach of warranty or misrepresentation made by Old Borrower under the Loan
Documents, nor shall same be a default under the Loan Documents with respect to
New Borrower; provided, however, the foregoing shall not release Old Borrower
nor the guarantors or indemnitors of Old Borrower's obligations with respect to
any such breach or misrepresentation.

                                       6


         14.      Section 10 of the Mortgage shall be modified by providing that
all Financial Statement requirements for the Borrower shall be satisfied by
providing the consolidated financial statements of General Partner, and that
rather than a cash basis, such Financial Statements will be prepared on an
accrual (GAAP) basis, provided that Borrower shall provide Lender with
sufficient information to enable Lender to convert the accrual basis to cash
basis Financial Statements.

         15.      Lender hereby releases Old Borrower from its obligations under
the Loan Documents with respect to matters, which arise from and after the date
of this Modification. Lender hereby releases Gary I. Linder from his obligations
under the Environmental Indemnity and Guaranty with respect to matters which
arise from and after the date of this Modification.

         16.      There is a state approved remediation plan (the "SARP") for
the remediation of the contamination of the Property with the chemicals
perchloroethylene and trichloroethylene (collectively "perc"). New Borrower
agrees to perform the SARP as required by the terms hereof. Lender agrees that,
so long as New Borrower is in compliance with the SARP and environmental laws
with respect to the perc, that the presence on the Property of perc, shall not
be an Event of Default under the Mortgage.

         17.      This Modification does not create any new or further
indebtedness and is not intended and shall not be construed to disturb,
discharge, cancel, impair or extinguish the indebtedness and repayment
obligations evidenced by the Note or any of the Loan Documents.

         18.      This Modification may be executed in any number of identical
counterparts, each of which for all purposes is to be deemed an original, but
all of which constitute collectively one agreement.

         19.      This Modification shall be governed by and construed in
accordance with the internal laws of the State of Indiana

                            [SIGNATURES ON NEXT PAGE]

                                       7


         IN WITNESS WHEREOF, the parties hereto have caused this Modification to
be executed by and delivered as of the day and year first above written.

                                  OLD BORROWER:

                                  BEN MAR, LLC,
                                  an Indiana limited liability company

                                  By: ________________________________
                                      a ______________________________
                                      its General Partner

                                      By:      _______________________
                                               Name:
                                               Title:

                            [SIGNATURES ON NEXT PAGE]

                                       8


                                  NEW BORROWER:

                                  RAMCO-MERCHANTS SQUARE LLC,
                                  a Delaware limited liability company

                                  By:     ___________________________
                                          Name:
                                          Title:

                            [SIGNATURES ON NEXT PAGE]

                                       9


                                  LENDER:

                                  TEACHERS INSURANCE AND ANNUITY
                                  ASSOCIATION OF AMERICA,
                                  a New York corporation

                                  By:   _______________________________________
                                  Name: _______________________________________
                                  Title:_______________________________________

                                       10


STATE OF INDIANA           )
                           )      ss
COUNTY OF ________________ )

         I, _____________________, a notary public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that _________________________, the
__________________ of BEN MAR, LLC, personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that he/she signed, sealed and delivered the said
instrument in his/her capacity as ________________ of such limited liability
company as his/her free and voluntary act, for the uses and purposes therein set
forth.

         GIVEN under my hand and official seal, this ______ day of ___________,
2004.

                                  _____________________________________________
                                  Notary Public

My commission expires:

______________________

                                       11


STATE OF ________________  )
                           )      ss
COUNTY OF _______________  )

         I, _____________________, a notary public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that _________________________, the
__________________ of RAMCO-MERCHANTS SQUARE LLC, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he/she signed, sealed and
delivered the said instrument in his/her capacity as ________________ of such
limited partnership as his/her free and voluntary act, for the uses and purposes
therein set forth.

         GIVEN under my hand and official seal, this ______ day of ___________,
2004.

                                  ____________________________________________
                                  Notary Public

My commission expires:

______________________

                                       12


STATE OF NEW YORK          )
                           )      ss
COUNTY OF NEW YORK         )

         I, _____________________, a notary public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that ______________________, the
Associate Director of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed, sealed and delivered the said instrument in his/her capacity
as Associate Director of such corporation as his/her free and voluntary act, for
the uses and purposes therein set forth.

         GIVEN under my hand and official seal, this ______ day of ____________,
2004.

                                  ______________________________________________
                                  Notary Public

My commission expires:

______________________

                                       13

EX-10.62

                                                                   EXHIBIT 10.62

                                    GUARANTY

1. THE GUARANTY.

                  1.1 GUARANTORS' AGREEMENT. The undersigned "Guarantor",
         RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership,
         having its principal place of business at c/o Ramco-Gershenson
         Properties Trust, 27600 Northwestern Highway, Suite 200, Southfield,
         Michigan 48034, hereby unconditionally and irrevocably, guarantees (the
         "Guaranty") to TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
         730 Third Avenue, New York, New York 10017 (the "Lender") to pay and
         perform when due the Liabilities (defined below) and to pay on demand
         the Expenses (defined below). This Guaranty is absolute, independent
         and continuing under all circumstances, and is a guaranty of payment
         and performance, not of collection. Guarantor acknowledges that the
         Lender has given sufficient consideration for this Guaranty by having
         made that certain loan (the "Loan") to Ben Mar, LLC, an Indiana limited
         liability company, (referred to herein as the "Old Borrower"), as
         evidenced by that certain promissory note in the amount of
         $25,000,000.00 dated July 29, 1999 (as the same may from time to time
         be amended, modified or restated, collectively, the "Note") and made by
         Old Borrower, payable to the order of Lender, and on the date hereof
         allowing Ramco-Merchants Square LLC as New Borrower to assume the Loan
         and modify the Loan with New Borrower, whose general partner is
         Guarantor, and acknowledges that the Lender is doing so in reliance on
         each of the terms of this Guaranty.

                  1.2 LIABILITIES. For all purposes of this Guaranty, the term
         "Liabilities" shall mean any and all matters constituting those
         exclusions and exceptions from the limitation of liability ("Exceptions
         to Non-Recourse") which are set forth in Section 15.1(c) of that
         certain Mortgage, Assignment of Leases and Rents, Security Agreement
         and Fixture Filing Statement of even date herewith executed by Borrower
         in favor of Lender (as the same may from time to time be amended,
         modified or restated, the "Mortgage"). The provisions of the Mortgage
         are hereby incorporated in this Guaranty by reference as fully as if
         set forth herein, verbatim. Each Guarantor acknowledges that the amount
         of the Liabilities may exceed the amount necessary to pay in full the
         Note (as defined in the Mortgage) and all Expenses.

                  1.3 EXPENSES. For all purposes of this Guaranty, the term
         "Expenses" shall mean all attorneys' fees, court costs, and other legal
         expenses and all other costs and expenses of any kind which the Lender
         may at any time reasonably pay or incur in attempting to collect,
         compromise or enforce in any respect the Liabilities or this Guaranty,
         whether or not suit is ever filed, and whether or not in connection
         with any insolvency, bankruptcy, reorganization, arrangement or other
         similar proceeding involving any Guarantor provided Lender is
         successful in the action for which such costs were incurred. If the
         Lender pays any such cost or expense, "Expenses" shall also

                                       1


         include interest at the Default Rate on any such payment from the date
         thereof until repayment of the Lender in full.

2. REPRESENTATIONS AND WARRANTIES. Guarantor hereby represents and warrants to
the Lender as follows:

                  2.1 REVIEW OF GUARANTY AND LOAN DOCUMENTS. Guarantor has
         reviewed with the benefit of its legal counsel the terms of this
         Guaranty, the Mortgage, the Note and each other of the Loan Documents
         (as defined in the Note);

                  2.2 FINANCIAL BENEFIT TO GUARANTOR. Guarantor is deriving a
         material financial benefit from the making of the Loan to Borrower.

                  2.3 ORGANIZATION; AUTHORIZATION. Guarantor, if not an
         individual is duly organized, validly existing and in good standing
         under the laws of the State of its formation, and duly qualified and in
         good standing under the laws of each other State in which its
         activities require that it be qualified. Guarantor has executed and
         delivered this Guaranty pursuant to proper authority duly granted;

                  2.4 ENFORCEABILITY. Each obligation under this Guaranty is
         legal, valid, binding and enforceable against Guarantor in accordance
         with its terms;

                  2.5 INTENTIONALLY LEFT BLANK.

                  2.6 NO EXISTING DEFAULTS AND NO LITIGATION. Guarantor is not
         in default under any agreement, the effect of which could materially
         adversely affect performance of its obligations under this Guaranty.
         There are no actions, suits or proceedings pending or, to the best of
         its knowledge, threatened against Guarantor before any court or any
         other governmental authority of any kind which could materially
         adversely affect performance of its obligations under this Guaranty;

                  2.7 GUARANTY WILL CAUSE NO VIOLATIONS OF LAW OR OTHER
         DEFAULTS. Neither the execution and delivery of this Guaranty nor
         compliance with its terms will violate any presently existing law,
         regulation, order, writ, injunction or decree of any court or other
         governmental authority of any kind, or result in any default by
         Guarantor under any other document or agreement of any kind;

                  2.8 NO MISSTATEMENTS OR OMISSIONS. This Guaranty does not
         contain any untrue statement of fact.

                  2.9 ERISA. Guarantor is not an "employee benefit plan" (within
         the meaning of Section 3(3) of the Employee Retirement Income Security
         Act of 1974, as amended from time to time ("ERISA")) to which ERISA
         applies and Guarantor's assets do not constitute assets of any such
         plan; and

                                       2


                  2.10 SOLVENCY. Guarantor (i) is solvent on the date hereof and
         will not become insolvent as a result of the obligations incurred under
         this Guaranty; (ii) is not engaged in business or a transaction, and is
         not about to engage in business or a transaction, for which the
         property of Guarantor is an unreasonably small capital; and (iii) has
         not intended to incur, does not intend to incur, and does not believe
         that it is incurring, obligations that would be beyond Guarantor's
         ability to pay as such obligations mature.

3. AGREEMENTS. Guarantor agrees as follows:

                  3.1 Intentionally left blank.

                  3.2 Intentionally left blank.

                  3.3 RESCINDED, AVOIDED OR RETURNED PAYMENTS. If at any time
         any part of any payment previously applied by the Lender to any of the
         Liabilities is rescinded, avoided or returned by the Lender for any
         reason, including the insolvency, bankruptcy or reorganization of any
         of the Guarantor or any other party, such Liabilities shall be deemed
         to have continued in existence to the extent that such payment is
         rescinded, avoided or returned, and this Guaranty shall be reinstated
         as to such Liabilities as though such prior application by the Lender
         had not been made.

                  3.4 CERTAIN PERMITTED ACTIONS OF THE LENDER. The Lender may
         from time to time, in its sole discretion and without notice to any
         Guarantor, take any of the following actions without in any way
         affecting the obligations of any Guarantor: (a) obtain a security
         interest in any property to secure any of the Liabilities or any
         obligation hereunder; (b) obtain the primary or secondary obligation of
         any additional obligor or obligors with respect to any of the
         Liabilities; (c) extend, modify, subordinate, exchange or release any
         of the Liabilities; (d) modify, subordinate, exchange or release its
         security interest in any part of any property securing any of the
         Liabilities or any obligation hereunder, or extend, modify,
         subordinate, exchange or release any obligations of any obligor with
         respect to any such property; (e) alter the manner or place of payment
         of the Liabilities; (f) enforce this Guaranty against Guarantor for
         payment of any of the Liabilities, whether or not the Lender shall have
         (A) proceeded against any other Guarantor or any other party primarily
         or secondarily obligated with respect to any of the Liabilities or (B)
         resort to or exhaust any other remedy or any other security or
         collateral; and (g) foreclose on, take possession of or sell any of the
         collateral or security for the Liabilities or enforce any other rights
         under the Note, the Mortgage or any of the other Loan Documents.

                  3.5 LENDER'S OPTION TO RELEASE ANY GUARANTOR. The Lender may
         from time to time in its sole discretion release any of the Guarantor
         from any of its obligations hereunder or release any other obligor from
         any of the Liabilities without notice to any other Guarantor or any
         other party and without in any way releasing or affecting the liability
         of the other Guarantor.

                                       3


                  3.6 APPLICATION OF PAYMENTS. The Lender may apply any payment
         made on account of the Liabilities toward such of the Liabilities, and
         in such order, as the Lender may from time to time elect in its sole
         discretion.

                  3.7 Intentionally left blank.

                  3.8 CERTAIN EVENTS NOT AFFECTING OBLIGATIONS OF GUARANTOR. The
         obligations of the Guarantor hereunder shall not be affected by any of
         the following: (a) the release or discharge of any other Guarantor in
         any creditors', receivership, bankruptcy, reorganization, insolvency,
         or other proceeding; (b) the rejection or disaffirmance in any such
         proceeding of any of the Liabilities; (c) the impairment or
         modification of any of the Liabilities, or of any remedy for the
         enforcement thereof, or of the estate of any other Guarantor in
         bankruptcy, resulting from any present or future federal or state
         bankruptcy law or any other law of any kind or from the decision or
         order of any court or other governmental authority; (d) any disability
         or defense of any other Guarantor; (e) the cessation of the liability
         of any other Guarantor for any cause whatsoever; (f) any sale,
         assignment, transfer or other conveyance (including any conveyance in
         lieu of foreclosure or any collateral sale pursuant to the Uniform
         Commercial Code) of any of the security for any of the Liabilities,
         regardless of the amount received by the Lender in connection
         therewith; or (g) any disability or defense of any kind now existing of
         any Guarantor with respect to any provision of this Guaranty.

                  3.9 NO OBLIGATION OF LENDER REGARDING SECURITY INTEREST. The
         Lender shall have no obligation to obtain, perfect or retain a security
         interest in any property to secure any of the Liabilities or this
         Guaranty, or to protect or insure any such property.

                  3.10 FILING OF CERTAIN CLAIMS. Guarantor shall promptly file
         in any bankruptcy or other proceeding in which the filing of claims is
         required by law all claims and proofs of such claims which Guarantor
         may have against any other Guarantor, and will collaterally assign to
         the Lender or its nominee all rights of Guarantor thereunder. If any
         Guarantor does not so file, Guarantor hereby irrevocably authorizes the
         Lender or its nominee to do so, either (in the Lender's discretion) as
         attorney-in-fact for Guarantor, or in the name of the Lender or the
         Lender's nominee. In all such cases, any party authorized to pay such
         claim shall pay to the Lender or its nominee the full amount thereof.

                  3.11 ERISA. For so long as this Guaranty shall be continuing
         pursuant to Paragraph 5.1 hereof, Guarantor hereby covenants to the
         Lender that, for the duration of the term of this Guaranty, Guarantor
         will not be an "employee benefit plan" (within the meaning of Section
         3(3) of ERISA) to which ERISA applies and Guarantor's assets will not
         constitute assets of any such plan.

                                       4


4. WAIVERS. Guarantor hereby expressly waives:

                  4.1 NOTICES. Notice of the acceptance by the Lender of this
         Guaranty, notice of the existence or creation of any of the
         Liabilities, presentment, demand, notice of dishonor, protest, notice
         of protest, notice of acceleration, notice of intent to accelerate,
         under this Guaranty and all other notices except any specifically
         required by this Guaranty;

                  4.2 DISCLOSURES ABOUT ANY OTHER GUARANTOR. Guarantor hereby
         waives any obligation the Lender may have to disclose to Guarantor any
         facts the Lender now or hereafter may know or have reasonably available
         to it regarding any other Guarantor or its financial condition, whether
         or not the Lender has a reasonable opportunity to communicate such
         facts or has reason to believe that any such facts are unknown to
         Guarantor or materially increase the risk to Guarantor beyond the risk
         Guarantor intends to assume hereunder. Guarantor shall be fully
         responsible for keeping informed of the financial condition of each and
         every other Guarantor and of all other circumstances bearing on the
         risk of non-payment or non-performance of the Liabilities;

                  4.3 DILIGENCE IN COLLECTION. All diligence in collection of
         any of the Liabilities, any obligation hereunder, or any guaranty or
         other security for any of the foregoing;

                  4.4 BENEFIT OF CERTAIN LAWS. The benefit of all appraisement,
         valuation, marshalling, forbearance, stay, extension, redemption,
         homestead, exemption and moratorium laws now or hereafter in effect;

                  4.5 CERTAIN DEFENSES. Any defense based on the incapacity,
         lack of authority, death or disability of any other person or entity or
         the failure of the Lender to file or enforce a claim against the estate
         of any other person or entity in any administrative, bankruptcy or
         other proceeding;

                  4.6 ELECTION OF REMEDIES DEFENSE. Any defense based on an
         election of remedies by the Lender, whether or not such election may
         affect in any way the recourse, subrogation or other rights of
         Guarantor against any other Guarantor or any other person in connection
         with the Liabilities;

                  4.7 DEFENSES RELATING TO COLLATERAL SALE. Any defense based on
         the failure of the Lender to (a) provide notice to the Guarantor of a
         sale or other disposition (including any collateral sale pursuant to
         the Uniform Commercial Code) of any of the security for any of the
         Liabilities, or (b) conduct such a sale or disposition in a
         commercially reasonable manner;

                  4.8 DEFENSES RELATING TO LOAN ADMINISTRATION. Any defense
         based on the negligence of the Lender in administering the Loan, or
         taking or failing to take any action in connection therewith; and

                                       5


                  4.9 RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until payment by
         Guarantor of all amounts claimed under this Guaranty by Lender, any
         rights arising because of Guarantor's payment of any of the
         Liabilities, (a) against any other Guarantor, by way of subrogation of
         the rights of the Lender or otherwise, or (b) against any other
         Guarantor or any other party obligated to pay any of the Liabilities,
         by way of contribution or reimbursement or otherwise.

5. MISCELLANEOUS.

                  5.1 CONTINUING GUARANTY. This Guaranty shall in all respects
         be a continuing guaranty, remaining in full force and effect until all
         of the following have occurred: (a) all of the Liabilities have been
         satisfied in full, (b) all of the Guarantor's obligations hereunder
         have been satisfied in full, and (c) the Loan has been repaid in full.
         No notice of discontinuance or revocation shall affect any of the
         obligations of Guarantor hereunder or any other obligor under any of
         the Liabilities. The Lender shall not be obligated to accept at any
         time any deed in lieu of foreclosure, and all obligations of Guarantor
         hereunder shall survive any foreclosure, reinstatement, period of
         redemption or any deed in lieu of foreclosure, which the Lender may
         accept, to the extent any of the Liabilities remain unsatisfied or
         otherwise survive. Lender shall acknowledge that there is no further
         obligation under this Guaranty where (a) (b) and (c) above have
         occurred.

                  5.2 JOINT AND SEVERAL OBLIGATIONS; SUCCESSORS AND ASSIGNS. All
         obligations under this Guaranty are joint and several to any other
         party which hereafter guarantees any portion of the Liabilities, and
         shall be binding upon each of them and their respective heirs, legal
         representatives, successors and assigns.

                  5.3 ASSIGNMENT BY THE LENDER. The Lender may from time to
         time, without notice to any Guarantor, assign or transfer any interest
         in any of the Liabilities by loan participation or otherwise, and
         notwithstanding such assignment or transfer, such Liabilities shall
         remain Liabilities for purposes of this Guaranty. Each immediate and
         successive assignee or transferee of any interest in any of the
         Liabilities and this Guaranty shall, to the extent of such interest, be
         entitled to the benefits of this Guaranty to the same extent as if such
         assignee or transferee were the Lender. The Lender may deliver to any
         such assignee or transferee any financial statements delivered by any
         Guarantor in connection with this Guaranty.

                  5.4 LEGAL TENDER OF UNITED STATES. All payments hereunder
         shall be made in coin or currency, which at the time of payment is
         legal tender in the United States of America for public and private
         debts.

                  5.5 TIME OF ESSENCE. Time is of the essence of this Guaranty.

                  5.6 DEFINITIONS; CAPTIONS; GENDER. Any capitalized term not
         defined herein but defined in the Note shall have the same meaning
         herein as it has in the Note. With

                                       6


         respect to any reference in this Guaranty to any defined term: (a) if
         such defined term refers to a person, or a trust, corporation,
         partnership or other entity, then it shall also mean all heirs,
         personal representatives, successors and assigns of such person or
         entity; and (b) if such defined term refers to a document, instrument
         or agreement, then it shall also include any replacement, extension or
         other modification thereof. Captions contained in this Guaranty in no
         way define, limit or extend the scope or intent of their respective
         provisions. Use of the masculine, feminine or neuter gender and of
         singular and plural shall not be given the effect of any exclusion or
         limitation herein.

                  5.7 INCLUDING MEANS WITHOUT LIMITATION. The use in this
         Guaranty of the term "including", and related terms such as "include",
         shall in all cases mean "without limitation".

                  5.8 NOTICES. Any notice or demand provided for in this
         instrument shall be in writing, addressed as provided below, and shall
         be delivered personally, sent by certified mail, return receipt
         requested or sent by reputable, national overnight delivery service,
         charges prepaid. Notice is deemed given on the earlier of (i) actual
         receipt; or (ii) three days after mailing if mailed or one day after
         delivery to the overnight service if a service is used. All notices and
         demands must include reference to the application number and the
         mortgage number referred to in this instrument.

         If to Guarantor:  Ramco-Merchants Square LLC
                           c/o Ramco-Gershenson Properties Trust
                           27600 Northwestern Highway, Suite 200
                           Southfield, Michigan 48034
                           Attn:   Chief Financial Officer

                           TIAA Appl. #IN-223
                           TIAA Mtge. #000453100

         If to Lender:     Teachers Insurance and Annuity Association of America
                           730 Third Avenue
                           New York, NY 10017
                           Attn: Managing Director-Mortgage and Real Estate
                                 Division
                           Region: Midwest/Southwest

                           TIAA Appl. #IN-223
                           TIAA Mtge. #000453100

                                       7


         With a copy to:   Teachers Insurance and Annuity Association of America
                           730 Third Avenue
                           New York, NY 10017
                           Attn: Vice President and Chief Counsel in charge of
                                 Investment Management Law

                           TIAA Appl. #IN-223
                           TIAA Mtge. #000453100

                  5.9 ENTIRE AGREEMENT. This Guaranty constitutes the entire
         agreement of the Guarantor for the benefit of the Lender and supersedes
         any prior agreements with respect to the subject matter hereof.

                  5.10 NO MODIFICATION WITHOUT WRITING. This Guaranty may not be
         terminated or modified in any way nor can any right of the Lender or
         any obligation of any Guarantor be waived or modified, except by a
         writing signed by the Lender and Guarantor.

                  5.11 INDEPENDENT OBLIGATIONS. The obligations of Guarantor
         hereunder are independent of the obligations of any other Guarantor. In
         the event of any default hereunder, the Lender may institute a separate
         action against any Guarantor with or without joining or instituting a
         separate action against any other Guarantor or other obligor.

                  5.12 SEVERABILITY. Each provision of this Guaranty shall be
         interpreted so as to be effective and valid under applicable law, but
         if any provision of this Guaranty shall in any respect be ineffective
         or invalid under such law, such ineffectiveness or invalidity shall not
         affect the remainder of such provision or the remaining provisions of
         this Guaranty.

                  5.13 CUMULATIVE. The obligations of Guarantor hereunder are in
         addition to any other obligations it may now or hereafter have to the
         Lender, and shall not be affected in any way by the delivery to the
         Lender by Guarantor or any other guarantor of any other guaranty, or
         any combination thereof. All rights and remedies of the Lender and all
         obligations of Guarantor under this Guaranty are cumulative. In
         addition, the Lender shall have all rights and remedies available to it
         in law or equity for the enforcement of this Guaranty.

                  5.14 EFFECT OF LENDER'S DELAY OR ACTION. No delay by the
         Lender in the exercise of any right or remedy shall operate as a waiver
         thereof, and no single or partial exercise by the Lender of any right
         or remedy shall preclude any other exercise thereof or the exercise of
         any other right or remedy. No action of the Lender permitted hereunder
         shall in any way impair or

                                       8


         otherwise affect any right of the Lender or obligation of Guarantor
         under this Guaranty. The Lender shall not be liable in any way for any
         decrease in the value or marketability of any property securing any of
         the Liabilities which may result from any action or omission of the
         Lender in enforcing any part of this Guaranty, the Note, the Mortgage
         or any other of the Loan Documents.

                  5.15 GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF INDIANA
         WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

                  5.16 ENTIRE AGREEMENT. THIS GUARANTY, TOGETHER WITH THE NOTE,
         MORTGAGE, AND OTHER LOAN DOCUMENTS, REPRESENTS THE ENTIRE FINAL
         AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTIONS
         CONTEMPLATED HEREIN AND CANNOT BE MODIFIED, SUPPLEMENTED, AMENDED,
         RESCINDED OR CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
         SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES, EXCEPT BY AN INSTRUMENT IN
         WRITING SIGNED BY THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
         AGREEMENTS BETWEEN THE PARTIES HERETO.

                  5.17 WAIVER OF JURY TRIAL. GUARANTOR AND THE LENDER HEREBY
         KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS THAT
         GUARANTOR OR LENDER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION
         ARISING IN ANY WAY IN CONNECTION WITH THIS GUARANTY, THE NOTE, THE
         MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS EXECUTED BY GUARANTOR, OR
         IN CONNECTION WITH ANY OTHER STATEMENTS OR ACTIONS OF THE LENDER OR
         GUARANTOR.

                            [SIGNATURE ON NEXT PAGE]

                                       9


         IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of
this _______ day of January, 2004.

                                  THE GUARANTOR:

                                  RAMCO-GERNSHENSON PROPERTIES, L.P.,
                                  a Delaware limited partnership

                                  Name:_________________________
                                  Title:__________________________

                                 ACKNOWLEDGMENT

STATE OF ________________  )
                           )      ss
COUNTY OF _______________  )

         I, _____________________, a notary public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that _________________________, the
__________________ of RAMCO-GERSHENSON PROPERTIES, L.P., personally known to me
to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed,
sealed and delivered the said instrument in his/her capacity as ________________
of such limited partnership as his/her free and voluntary act, for the uses and
purposes therein set forth.

         GIVEN under my hand and official seal, this ______ day of ___________,
2004.

                                  _____________________________________________
                                  Notary Public

My commission expires:

______________________

                                       10

EX-10.63

                                                                   EXHIBIT 10.63

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), dated as of the 24 April,
2003, by and between RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland business
trust (the "Trust"), and BRUCE GERSHENSON ("Executive").

                                    RECITALS

         A.       The Trust and Executive entered into an Employment Agreement
dated as of the 16th day of April, 2001, effective as of May 10, 2001.

         B.       The Trust and Executive desire to amend the terms of said
Employment Agreement.

         THEREFORE, the parties agree as follows:

         1.       Paragraph 1 of the Agreement is hereby amended by deleting the
second sentence thereof and inserting the following in lieu thereof:

         "Executive will devote up to 600 hours during the first full year of
         the Agreement and up to 400 hours during each of the second and third
         full years of the Agreement of his business time and attention to the
         performance of his duties under this Agreement as specifically
         requested by the Trust."

         2.       Paragraph 3 of the Agreement is hereby amended by deleting the
first sentence thereof and inserting the following in lieu thereof:

         "During the first year of the Term, Executive will receive a salary at
         the annual rate of $100,000; during each of the second and third years,
         $75,000; and during each of the fourth and fifth years, $35,000 (the
         'Base Salary')."

         3.       Except as herein expressly amended, the Employment Agreement
shall remain in full force and effect and is hereby ratified and confirmed.

                  IN WITNESS WHEREOF, the parties have executed this First
Amendment to Employment Agreement on the day and year first set forth above.

                                  RAMCO-GERSHENSON PROPERTIES TRUST,

                                  By:   /s/ DENNIS GERSHENSON
                                        --------------------------------------
                                        Dennis Gershenson
                                        Its:   CEO

                                  /s/ BRUCE GERSHENSON
                                  --------------------------------------------
                                  BRUCE GERSHENSON

EX-31.1

                                                                   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 quarterly 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 quarterly report;

3.         Based on my knowledge, the financial statements, and other financial
           information included in this quarterly 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 quarterly report;

4.         The registrant's other certifying officer 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)) for the
           registrant and have:

          a)      Designed such disclosure controls and procedures 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 quarterly report is being prepared;

          b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this quarterly report based on such evaluation; and

          c)      Disclosed in this quarterly report any changes in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  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 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
           registrant's board of trustees (or persons performing the equivalent
           function):

          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:  May 3, 2004                                     /s/ Dennis Gershenson
                                         -------------------------------------
                                         Dennis Gershenson
                                         President and Chief Executive Officer

EX-31.2

                                                                   EXHIBIT 31.2


                                  CERTIFICATION

I, Richard J. Smith, certify that:

1.         I have reviewed this quarterly report on Form 10-Q of
           Ramco-Gershenson Properties Trust;

2.         Based on my knowledge, this quarterly 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 quarterly report;

6.         Based on my knowledge, the financial statements, and other financial
           information included in this quarterly 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 quarterly report;

7.         The registrant's other certifying officer 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)) for the
           registrant and have:

          a)      Designed such disclosure controls and procedures 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 quarterly report is being prepared;

          b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this quarterly report based on such evaluation; and

          c)      Disclosed in this quarterly report any changes in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  that has materially affected, or is reasonably likely to
                  materially affect, the registrant's internal control over
                  financial reporting; and

8.         The registrant's other certifying officer 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
           registrant's board of trustees (or persons performing the equivalent
           function):

          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:  May 3, 2004                                        /s/ Richard J. Smith
                                             ----------------------------------
                                             Richard J. Smith
                                             Chief Financial Officer

EX-32.1

                                                                   EXHIBIT 32.1


                    Certification of CEO and CFO Pursuant to
                 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report on Form 10-Q of Ramco-Gershenson
Properties Trust (the "Company") for the quarterly period ended March 31, 2004
as filed with Securities and Exchange Commission on the date hereof (the
"Report"), Dennis Gershenson, as Chief Executive Officer of the Company, and
Richard J. Smith, as Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

      (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.


/s/ Dennis Gershenson
- ---------------------
Name: Dennis Gershenson
Title:Chief Executive Officer
Date: May 3, 2004

/s/ Richard J. Smith
- --------------------
Name:  Richard J. Smith
Title: Chief Financial Officer
Date:  May 3, 2004