10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 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 (State or Other Jurisdiction of Incorporation or Organization)	13-6908486 (I.R.S. Employer Identification No.)
31500 Northwestern Highway Farmington Hills, Michigan (Address of Principal Executive Offices)	48334 (Zip Code)

Registrant’s telephone number, including area code: 248-350-9900

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

	Name of Each Exchange
Title of Each Class	On Which Registered
Common Shares of Beneficial Interest, $0.01 Par Value Per Share	New York Stock Exchange
9.5% Series B Cumulative Redeemable Preferred Shares, $0.01 Par Value Per Share	New York Stock Exchange
7.95% Series C Cumulative Convertible Preferred Shares, $0.01 Par Value Per Share	New York Stock Exchange

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

None

      Indicate by check mark whether the registrant is well-known seasoned issuer, as define in Rule 405 of the Securities Act.     Yes o  No x

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o  No x

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x  No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     x

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated flier” in Rule 12b-2 of the Exchange Act.

     Large Accelerated Filer o  Accelerated Filer x  Non-Accelerated Filer o

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o  No x

      The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2005) was $493,014,912

      Number of common shares outstanding as of March 1, 2006: 16,847,441

DOCUMENT INCORPORATED BY REFERENCE

      Portions of the registrant’s proxy statement for the annual meeting of shareholders to be held June 14th, 2006 are in incorporated by reference into Parts II and III of this Form 10-K.

TABLE OF CONTENTS

	Item		Page
PART I	1.	Business		2
	1A.	Risk Factors		5
	1B.	Unresolved Staff Comments		12
	2.	Properties		12
	3.	Legal Proceedings		19
	4.	Submission of Matters to a Vote of Security Holders		19
PART II	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		19
	6.	Selected Financial Data		20
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
	7A.	Quantitative and Qualitative Disclosures About Market Risk		34
	8.	Financial Statements and Supplementary Data		35
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		35
	9A.	Controls and Procedures		36
	9B.	Other Information		38
PART III	10.	Directors and Executive Officers of the Registrant		38
	11.	Executive Compensation		38
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		38
	13.	Certain Relationships and Related Transactions		38
	14.	Principal Accountant Fees and Services		38
PART IV	15.	Exhibits and Financial Statement Schedules		38
Unsecured Term Loan Agreement, dated 12/21/05
Unconditional Guaranty of Payment and Performance, dated 12/21/05
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Subsidiaries
Consent of Grant Thornton LLP
Consent of Deloitte & Touche LLP
Certification of Chief Executive Officer pursuant to Section 302
Certification of Chief Financial Officer pursuant to Section 302
Certification of Chief Executive Officer pursuant to Section 906
Certification of Chief Financial Officer pursuant to Section 906

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Forward-Looking Statements

      This document contains forward-looking statements with respect to the operation of certain of our properties. The forward-looking statements are identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could cause actual results to vary. These include: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; our cost of capital, which depends in part on our asset quality, our relationships with lenders and other capital providers; our business prospects and outlook and general market conditions; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors discussed elsewhere in this document and our other filings with the Securities and Exchange Commission (“SEC”). Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those projected in the forward-looking statements.

PART I

Item 1. Business

General

      Ramco-Gershenson Properties Trust is a Maryland real estate investment trust (“REIT”) organized on October 2, 1997. The terms “Company,” “we,” “our” or “us” refer to Ramco-Gershenson Properties Trust and/or its predecessors. Our principal office is located at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. Our predecessor, RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth-oriented REIT. In May 1996, RPS Realty Trust acquired the Ramco-Gershenson interests through a reverse merger, including substantially all the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating REIT. In 1997, with approval from our shareholders, we changed our state of organization by terminating the Massachusetts trust and merging into a newly formed Maryland REIT.

      We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P. (“Operating Partnership”), either directly or indirectly through partnerships or limited liability companies which hold fee title to the properties. We have the exclusive power to manage and conduct the business of the Operating Partnership. As of December 31, 2005, we owned approximately 85.2% of the interests in the Operating Partnership.

      We are a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and are therefore required to satisfy various provisions under the Code and related Treasury regulations. We are generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Code) to our shareholders. Additionally, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash equivalents and government securities. We are also subject to limits on the amount of certain types of securities we can hold. Furthermore, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source, gains from the sale or other disposition of stock or securities or any combination of the foregoing.

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      Certain of our operations (property management, asset management, etc.) are conducted through taxable REIT subsidiaries, (each, a “TRS”). A TRS is a C corporation that has not elected REIT status and, as such, is subject to federal corporate income tax. We use the TRS format to facilitate our ability to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Operations of the Company

      We are a publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers, as defined below, and single-tenant retail properties) and one regional mall, in the midwestern, southeastern and mid-Atlantic regions of the United States. At December 31, 2005, our portfolio consisted of 83 community shopping centers, of which 15 are power centers and two are single tenant retail properties, and one enclosed regional mall, totaling approximately 18.4 million square feet of gross leasable area (“GLA”), with the remaining portion owned by various anchor tenants.

      Shopping centers can generally be organized in five categories: convenience, neighborhood, community, regional and super regional centers. The shopping centers are distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold. Community shopping centers provide convenience goods and personal services offered by neighborhood centers, but with a wider range of soft and hard line goods. The community shopping center may include a grocery store, discount department store, super drug store, and several specialty stores. Average GLA of a community shopping center ranges between 100,000 and 500,000 square feet. A “power center” is a community shopping center that has over 500,000 square feet of GLA and includes several discount anchors of 20,000 or more square feet. These anchors typically emphasize hard goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods.

Strategy

      We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. We believe that centers with a grocery and/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our anchor tenants include Wal-Mart, Target, Kmart, Kohl’s, Home Depot and Lowe’s Home Improvement. Approximately 51% of our community shopping centers have grocery anchors, including Publix, Kroger, A&P, Super Value, Shop Rite, Kash ‘n Karry, Giant Eagle and Meijer.

      Our shopping centers are primarily located in major metropolitan areas in the midwestern and southeastern regions of the United States, although we also own and operate three centers in the mid-Atlantic region. By focusing our energies on these markets, we have developed a thorough understanding of the unique characteristics of these trade areas. In both of our primary regions we have concentrated a number of centers in reasonable proximity to each other in order to achieve market penetration as well as efficiencies in management, oversight and purchasing.

      Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share through internal and external growth. We expect to achieve internal growth and to enhance the value of our properties by increasing their rental income over time through contractual rent increases, leasing and re-leasing of available space at higher rental levels, and the selective renovation of the properties. We intend to achieve external growth through the selective development of new shopping center properties, the acquisition of shopping center properties directly or through one or more joint venture entities, and the expansion and redevelopment of existing properties. From time to time we have sold mature properties, which have less potential for growth, and redeployed the proceeds from those sales to fund acquisition, development and redevelopment activities, to repay variable rate debt and to repurchase outstanding shares.

      As part of our ongoing business strategy, we continue to expand and redevelop existing properties in our shopping center portfolio, depending on tenant demands and market conditions. We plan to take advantage of attractive purchase opportunities by acquiring additional shopping center properties in underserved, attractive

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and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rental and/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential where we have financial strength, or expansion or redevelopment capabilities which can enhance value, and provide anticipated total returns that will increase our cash available for distribution per share. We believe we have an aggressive approach to repositioning, renovating and expanding our shopping centers. Our management team assesses each of our centers annually to identify redevelopment opportunities and proactively engage in value-enhancing activities. Through these efforts, we have improved property values and increased operating income and funds from operations in each of the last four years. Our management team also keeps our centers attractive, well-tenanted and properly maintained. In addition, we will continue our strategy to sell non-core assets when properties are not viable redevelopment candidates.

     Developments

      During 2005, the Company commenced two new development projects, Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows in Dearborn, Michigan. Rossford Pointe is situated on a ten acre site adjacent to the Company’s 480,000 square foot Crossroads Centre. The Shoppes of Fairlane Meadows is being developed on 2.6 acres to complement the Company’s 313,000 square foot Fairlane Meadows shopping center.

      At year-end, the Company also had a number of substantial development projects in process that encompass over 1.6 million square feet of GLA. Beacon Square in Grand Haven, Michigan and Gaines Marketplace in Gaines Township, Michigan are essentially complete, except for ancillary retail space that needs to be leased, and all of the respective anchors are open and operating. The third development project, River City Marketplace in Jacksonville, Florida, is the largest center presently under construction. This shopping complex will have approximately 1 million square feet of GLA when completed and will be anchored by Wal-Mart and Lowe’s Home Improvement During the year, the Company leased over 230,000 square feet of retail space in River City Marketplace.

      As of December 31, 2005, the Company had paid $64.5 million on the five developments in progress. The Company estimates it will spend an additional $51.9 million to complete the outstanding developments.

Asset Management

      During 2005, the improvement of core shopping centers remained a vital part of the Company’s business plan. The Company completed value-added redevelopments of three shopping centers during the year: Jackson Crossing in Jackson, Michigan; New Towne Plaza in Canton, Michigan; and Spring Meadows in Holland, Ohio. The aggregate cost for the redevelopments was $6.9 million.

      In addition, the Company continued to identify areas within its core portfolio to add value. In 2005, the Company commenced the following redevelopment projects:

•  Tel-Twelve in Southfield, Michigan: The Company terminated both the Media Play and Circuit City leases and in February 2006 announced that Best Buy and PetSmart signed leases as replacement anchor tenants.

•  Northwest Crossing in Knoxville, Tennessee: H.H. Gregg executed a lease for 35,000 square foot of GLA. This is the second repositioning undertaken at the center in a little over a year, as Wal-Mart expanded to a 208,000 square foot supercenter in late 2004.

•  Taylor Plaza in Taylor, Michigan: Home Depot executed a ground lease in connection with a 102,000 square foot store to replace the demolished Kmart at the site.

•  Clinton Valley in Sterling Heights, Michigan: Big Lots recently opened a 30,847 square foot store, a majority of the former Service Merchandise space, and Save-A-Lot entered into a lease for 19,414 square feet.

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      At December 31, 2005, the Company had paid $9.3 million on the seven redevelopment projects in process. The Company estimates it will spend $7.3 million to complete the outstanding redevelopments.

Employment

      As of December 31, 2005, we had 155 full time corporate employees and 41 on-site shopping center maintenance personnel. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.

Available Information

      Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available on our website at http://rgpt.com, as soon as reasonably practicable after the Company electronically files such reports with, or furnishes those reports to, the Securities and Exchange Commission. The Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics, Board of Trustees committee charters (including the charters of the Audit Committee, Compensation Committee, Executive Committee and the Nominating and Governance Committee) also are available at the same location on our website.

      Shareholders may request free copies of these documents from:

Ramco-Gershenson Properties Trust

Attention: Investor Relations

31500 Northwestern Highway

Suite 300

Farmington Hills, MI 48334

      The Company intends to post on its website the nature of any amendments to, and any waivers or implied waivers granted by the Company pursuant to, the Company’s Code of Ethics that apply to executive officers and trustees, including the Chief Executive Officer and the Chief Financial Officer. The posting will appear on the Company’s website under “Corporate Profile,” under subsection “Governance,” and under the link “Corporate Governance Guidelines.”

Item 1A.     Risk Factors

      Many factors that affect our business involve risk and uncertainty. The factors described below are some of the risks that could materially harm our business, financial condition, and results of operations.

Business Risks

Adverse market conditions and tenant bankruptcies could adversely affect our revenues.

      The economic performance and value of our real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. Our current properties are located in 13 states in the midwestern, southeastern and mid-Atlantic regions of the United States. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for existing tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy. In addition, we may have difficulty finding new tenants during economic downturns.

      Any tenant bankruptcies, leasing delays or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected.

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      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. Any bankruptcy filings by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from that tenant, the lease guarantor or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full value of any unsecured claims we hold, if at all, which may adversely affect our operating results and financial condition.

      If any of our anchor tenants becomes insolvent, suffers a downturn in business, or decides not to renew its lease or vacates a property and prevents us from re-letting that property by continuing to pay rent for the balance of the term, it may adversely impact our business. In addition, a lease termination by an anchor tenant or a failure of an anchor tenant to occupy the premises could result in lease terminations or reductions in rent by some of our non-anchor tenants in the same shopping center pursuant to the terms of their leases. In that event, we may be unable to re-let the vacated space.

      Similarly, the leases of some anchor tenants may permit them to transfer their leases to other retailers. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease, which would reduce the income generated by that retail center. In addition, a transfer of a lease to a new anchor tenant could also give other tenants the right to make reduced rental payments or to terminate their leases with us.

Concentration of our credit risk could reduce our operating results.

      Several of our tenants represent a significant portion of our leasing revenues. As of December 31, 2005, we received 3.8% of our annualized base rent from each of Wal-Mart Stores, Inc. and TJX Operating Companies and 3.1% of our annualized base rent from Publix Super Markets, Inc. Three other tenants each represented at least 2.0% of our total annualized base rent. The concentration in our leasing revenue from a small number of tenants creates the risk that, should these tenants experience financial difficulties, our operating results could be adversely affected.

REIT distribution requirements limit our available cash.

      As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth. We generally must distribute annually at least 90% of our net REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to our shareholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.

Our inability to successfully identify or complete suitable acquisitions and new developments would adversely affect our results of operations.

      Integral to our business strategy is our ability to continue to acquire and develop new properties. We may not be successful in identifying suitable real estate properties that meet our acquisition criteria and are compatible with our growth strategy or in consummating acquisitions or investments on satisfactory terms. We may not be successful in identifying suitable areas for new development, negotiating for the acquisition of the land, obtaining required permits and authorizations, or completing developments in accordance with our budgets and on a timely basis or leasing any newly-developed space. If we fail to identify or complete suitable acquisitions or developments on a timely basis and within our budget, our financial condition and results of

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operations could be adversely affected and our growth could slow, which in turn could adversely impact our share price.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

      A key component of our business strategy is exploring redevelopment opportunities at existing properties within our portfolio and in connection with property acquisitions. To the extent that we engage in these redevelopment activities, they will be subject to the risks normally associated with these projects, including, among others, cost overruns and timing delays as a result of the lack of availability of materials and labor, weather conditions and other factors outside of our control. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.

      We compete with many other entities for the acquisition of retail shopping centers and land that is appropriate for new developments, including other REITs, institutional pension funds and other owner-operators of shopping centers. These competitors may increase the price we pay to acquire properties or may succeed in acquiring those properties themselves. In addition, the sellers of properties we wish to acquire may find our competitors to be more attractive buyers because they may have greater resources, may be willing to pay more, or may have a more compatible operating philosophy. In particular, larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. In addition, the number of entities and the amount of funds competing for suitable properties may increase. This would increase demand for these properties and therefore increase the prices paid for them. If we pay higher prices for properties or are unable to acquire suitable properties at reasonable prices, our ability to grow may be adversely affected.

Competition may affect our ability to renew leases or re-let space on favorable terms and may require us to make unplanned capital improvements.

      We face competition from similar retail centers within the trade areas in which our centers operate to renew leases or re-let space as leases expire. Some of these competing properties may be newer and better located or have a better tenant mix than our properties, which would increase competition for customer traffic and creditworthy tenants. We may not be able to renew leases or obtain replacement tenants as leases expire, and the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms. Increased competition for tenants may also require us to make capital improvements to properties which we would not have otherwise planned to make. In addition, we face competition from alternate forms of retailing, including home shopping networks, mail order catalogues and on-line based shopping services, which may limit the number of retail tenants that desire to seek space in shopping center properties generally. If we are unable to re-let substantial amounts of vacant space promptly, if the rental rates upon a renewal or new lease are significantly lower than expected, or if reserves for costs of re-letting prove inadequate, then our earnings and cash flow will decrease.

We may be restricted from re-letting space based on existing exclusivity lease provisions with some of our tenants.

      In a number of cases, our leases contain provisions giving the tenant the exclusive right to sell clearly identified types of merchandise or provide specific types of services within the particular retail center or limit the ability of other tenants to sell that merchandise or provide those services. When re-letting space after a vacancy, these provisions may limit the number and types of prospective tenants suitable for the vacant space. If we are unable to re-let space on satisfactory terms, our operating results would be adversely impacted.

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We hold investments in joint ventures in which we do not control all decisions, and we may have conflicts of interest with our joint venture partners.

      As of December 31, 2005, 16 of our shopping centers are partially owned by non-affiliated partners through joint venture arrangements, none of which we have a controlling interest in. We do not control all decisions in our joint ventures and may be required to take actions that are in the interest of the joint venture partners but not our best interests. Accordingly, we may not be able to favorably resolve any issues which arise, or we may have to provide financial or other inducements to our joint venture partners to obtain such resolution.

      Various restrictive provisions and rights govern sales or transfers of interests in our joint ventures. These may work to our disadvantage because, among other things, we may be required to make decisions as to the purchase or sale of interests in our joint ventures at a time that is disadvantageous to us.

Bankruptcy of our joint venture partners could adversely affect us.

      We could be adversely affected by the bankruptcy of one of our joint venture partners. The profitability of shopping centers held in a joint venture could also be adversely affected by the bankruptcy of one of the joint venture partners if, because of certain provisions of the bankruptcy laws, we were unable to make important decisions in a timely fashion or became subject to additional liabilities.

Rising operating expenses could adversely affect our operating results.

      Our properties are subject to increases in real estate and other tax rates, utility costs, insurance costs, repairs and maintenance and administrative expenses. Our current properties and any properties we acquire in the future may be subject to rising operating expenses, some or all of which may be out of our control. If any property is not fully occupied or if revenues are not sufficient to cover operating expenses, then we could be required to expend funds for that property’s operating expenses. In addition, while most of our leases require that tenants pay all or a portion of the applicable real estate taxes, insurance and operating and maintenance costs, renewals of leases or future leases may not be negotiated on these terms, in which event we will have to pay those costs. If we are unable to lease properties on a basis requiring the tenants to pay all or some of these costs, or if tenants fail to pay such costs, it could adversely affect our operating results.

The illiquidity of our real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties, which could adversely impact our financial condition.

      Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price and other terms we seek, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold, and we cannot assure you that we will have funds available to correct those defects or to make those improvements. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could significantly adversely affect our financial condition and operating results.

If we suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits, we could lose invested capital and anticipated profits.

      Catastrophic losses, such as losses resulting from wars, acts of terrorism, earthquakes, floods, hurricanes, tornadoes or other natural disasters, pollution or environmental matters, generally are either uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. Although we currently maintain “all risk” replacement cost insurance for our buildings, rents and personal property, commercial general liability insurance and pollution and environmental liability

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insurance, our insurance coverage may be inadequate if any of the events described above occurred to, or caused the destruction of, one or more of our properties. Under that scenario, we could lose both our invested capital and anticipated profits from that property.

Capitalization Risks

We have substantial debt obligations, including variable rate debt, which may impede our operating performance and put us at a competitive disadvantage.

      Required repayments of debt and related interest can adversely affect our operating performance. As of December 31, 2005, we had $724.8 million of outstanding indebtedness, of which $253.1 million bears interest at a variable rate, and we have the ability to borrow an additional $12 million under our existing Credit Facility and to increase the availability under our unsecured revolving credit facility by up to $100 million under terms of the Credit Facility. Increases in interest rates on our existing indebtedness would increase our interest expense, which could adversely affect our cash flow and our ability to pay dividends. For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2005 increased by 1.00%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $2.3 million annually.

      The amount of our debt may adversely affect our business and operating results by:

•  requiring us to use a substantial portion of our funds from operations to pay interest, which reduces the amount available for dividends and working capital;

•  placing us at a competitive disadvantage compared to our competitors that have less debt;

•  making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;

•  limiting our ability to borrow more money for operations, capital or to finance acquisitions in the future; and

•  limiting our ability to refinance or pay-off debt obligations when they become due.

      Subject to compliance with the financial covenants in our borrowing agreements, our management and board of trustees have discretion to increase the amount of our outstanding debt at any time. We could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our cash flow and the amount available for distribution to our shareholders. If we increase our debt, we may also increase the risk of default on our debt.

Because we must annually distribute a substantial portion of our income to maintain our REIT status, we will continue to need additional debt and/or equity capital to grow.

      In general, we must annually distribute at least 90% of our taxable net income to our shareholders to maintain our REIT status. As a result, those earnings will not be available to fund acquisition, development or redevelopment activities. We have historically funded acquisition, development and redevelopment activities by:

•  retaining cash flow that we are not required to distribute to maintain our REIT status;

•  borrowing from financial institutions;

•  selling assets that we do not believe present the potential for significant future growth or that are no longer compatible with our business plan;

•  selling common shares and preferred shares; and

•  entering into joint venture transactions with third parties.

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      We expect to continue to fund our acquisition, development and redevelopment activities in this way. Our failure to obtain funds from these sources could limit our ability to grow, which could have a material adverse effect on the value of our securities.

Our financial covenants may restrict our operating or acquisition activities, which may adversely impact our financial condition and operating results.

      The financial covenants contained in our mortgages and debt agreements reduce our flexibility in conducting our operations and create a risk of default on our debt if we cannot continue to satisfy them. The mortgages on our properties contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. In addition, if we breach covenants in our debt agreements, the lender can declare a default and require us to repay the debt immediately and, if the debt is secured, can ultimately take possession of the property securing the loan.

      In particular, our outstanding credit facilities contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including limitations on total liabilities to assets and minimum fixed charge coverage and tangible net worth ratios. Our ability to borrow under our credit facilities is subject to compliance with these financial and other covenants. We rely in part on borrowings under our credit facilities to finance acquisition, development and redevelopment activities and for working capital. If we are unable to borrow under our credit facilities or to refinance existing indebtedness, our financial condition and results of operations would likely be adversely impacted.

Mortgage debt obligations expose us to increased risk of loss of property, which could adversely affect our financial condition.

      Incurring mortgage debt increases our risk of loss because defaults on indebtedness secured by properties may result in foreclosure actions by lenders and ultimately our loss of the related property. We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.

Tax Risks

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for our shareholders.

      We believe that we currently operate in a manner so as to qualify as a REIT for federal income tax purposes. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in subsidiaries or other issuers constitute a violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT.

10

      If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of, and trading prices for, our common shares. Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

      We have been and are currently under IRS examinations for prior years. The ultimate resolution of any tax liabilities arising pursuant to the IRS examinations may have a material adverse effect on our financial position, results of operations and cash flows. See Footnote 20 to the Notes to Consolidated Financial Statements in Item 8.

Even if we qualify as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes.

      Even if we qualify as a REIT, we may be subject to federal income and excise taxes in various situations, such as if we fail to distribute all of our income. We also will be required to pay a 100% tax on non-arm’s length transactions between us and a TRS (described below) and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course. Additionally, we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. The state and local tax laws may not conform to the federal income tax treatment. Any taxes imposed on us would reduce our operating cash flow and net income.

Legislative or other actions affecting REITs could have a negative effect on us.

      The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS, and the United States Treasury Department. Changes to tax laws, which may have retroactive application, could adversely affect our shareholders or us. We cannot predict how changes in tax laws might affect our shareholders or us.

Environmental Matters

      Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

      In connection with ownership (direct or indirect), operation, management and development of real properties, we may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint

11

during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of our properties have or may contain ACMs or underground storage tanks (“USTs”); however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Item 1B.     Unresolved Staff Comments.

      None.

Item 2. Properties.

      For all tables in Item 2, “Properties,” Annualized Base Rental Revenue is equal to December 2005 base rental revenue multiplied by 12.

      Our properties are located in 13 states primarily throughout the midwestern, southeastern and mid-Atlantic regions of the United States as follows:

				Annualized Base
		Number of		Rental Revenue At		Company
State		Properties		December 31, 2005		Owned GLA
Michigan			33	$	59,491,329		6,257,779
Florida			23		38,115,005		3,685,093
Georgia			7		7,033,204		1,026,246
Ohio			4		6,267,865		707,121
Wisconsin			2		3,931,327		538,573
Tennessee			6		3,830,406		863,246
Indiana			1		3,315,263		277,519
New Jersey			1		2,904,211		224,153
South Carolina			2		2,404,500		466,679
Virginia			1		2,375,418		240,042
North Carolina			2		2,008,503		361,133
Maryland			1		1,741,968		251,547
Alabama			1		706,262		100,501
	Total		84	$	134,125,261		14,999,632

      The above table includes 16 properties owned by joint ventures in which we do not have a controlling interest.

      Our properties, by type of center, consist of the following:

				Annualized Base
		Number of		Rental Revenues At		Company
Type of Tenant		Properties		December 31, 2005		Owned GLA
Community shopping centers			83	$	130,646,948		14,600,865
Enclosed regional mall			1		3,478,313		398,767
	Total		84	$	134,125,261		14,999,632

      See Note 21 to our Consolidated Financial Statements included in this report for a description of the encumbrances on each property. Additional information regarding the Properties is included in the Property Schedule on the following pages.

12

Property Summary

As of December 31, 2005

																							Annualized Base
						Total Shopping Center GLA:										Company Owned GLA							Rent
						Anchors:
		Year Constructed/
		Acquired/ Year of								Total		Non-
		Latest Renovation		Number		Anchor		Company		Anchor		Anchor
Property	Location	or Expansion(3)		of Units		Owned		Owned		GLA		GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors [8]
Alabama
Cox Creek Plaza	Florence, AL		1984/1997/2000		5		102,445		92,901		195,346		7,600		202,946		100,501		100,501		100.0	%	$	706,262	$	7.03	Goody’s, Toy’s R Us, Old Navy, Home Depot [1]
Total/ Weighted Average					5		102,445		92,901		195,346		7,600		202,946		100,501		100,501		100.0	%	$	706,262	$	7.03
Florida
Coral Creek Shops	Coconut Creek, FL		1992/2002/NA		34				42,112		42,112		67,200		109,312		109,312		105,712		96.7	%	$	1,492,867	$	14.12	Publix
Crestview Corners	Crestview, FL		1986/1997/1993		15				79,603		79,603		32,015		111,618		111,618		109,218		97.8	%	$	508,024	$	4.65	Big Lots, Beall’s Outlet, Ashley Home Center
Kissimmee West	Kissimmee, FL		2005/2005		19		184,600		67,000		251,600		48,586		300,186		115,586		102,704		88.9	%	$	1,223,870	$	11.92	Jo- Ann, Marshalls,Target[1]
Lantana Shopping Center	Lantana, FL		1959/1996/2002		22				61,166		61,166		61,848		123,014		123,014		123,014		100.0	%	$	1,282,015	$	10.42	Publix
Marketplace of Delray[13]	Delray Beach, FL		1981/2005/NA		48				116,469		116,469		129,911		246,380		246,380		217,455		88.3	%	$	2,537,850	$	11.67	David Morgan Fine Arts, Office Depot, Winn-Dixie
Martin Square[13]	Stuart, FL		1981/2005/NA		13				291,432		291,432		35,599		327,031		327,031		327,031		100.0	%	$	2,032,426	$	6.21	Home Depot, Howards Interiors, Kmart, Staples
Mission Bay Plaza	Boca Raton, FL		1989/2004/NA		57				159,147		159,147		113,718		272,865		272,865		269,658		98.8	%	$	4,670,342	$	17.32	Albertsons, LA Fitness Sports Club, OfficeMax, Toys ’R’ Us
Naples Towne Centre	Naples, FL		1982/1996/2003		15		32,680		102,027		134,707		32,680		167,387		134,707		131,594		97.7	%	$	790,237	$	6.01	Florida Food & Drug[1], Save-A-Lot, Beall’s
Pelican Plaza	Sarasota, FL		1983/1997/NA		31				35,768		35,768		70,105		105,873		105,873		81,826		77.3	%	$	865,248	$	10.57	Linens ’n Things
Plaza at Delray	Delray Beach, FL		1979/2004/NA		48				193,967		193,967		137,529		331,496		331,496		323,728		97.7	%	$	4,607,903	$	14.23	Books A Million, Linens ’n Things, Marshall’s Publix, Regal Cinemas, Staples
Publix at River Crossing	New Port Richey, FL		1998/2003/NA		15				37,888		37,888		24,150		62,038		62,038		62,038		100.0	%	$	711,650	$	11.47	Publix
Rivertowne Square	Deerfield Beach, FL		1980/1998/NA		23				70,948		70,948		65,699		136,647		136,647		128,600		94.1	%	$	1,186,994	$	9.23	Winn- Dixie, Office Depot
Shenandoah Square[7]	Davie, FL		1989/2001/NA		44				42,112		42,112		81,500		123,612		123,612		118,012		95.5	%	$	1,804,748	$	15.29	Publix
Shoppes of Lakeland	Lakeland, FL		1985/1996/NA		20		123,400		122,441		245,841		59,447		305,288		181,888		178,972		98.4	%	$	1,952,748	$	10.91	Michael’s, Ashley Furniture, Target[1], Linens ’n Things
Southbay Shopping Center	Osprey, FL		1978/1998/NA		19				31,700		31,700		64,990		96,690		96,690		72,670		75.2	%	$	498,337	$	6.86	Beall’s Coastal Home
Sunshine Plaza	Tamarac, FL		1972/1996/2001		30				146,409		146,409		97,920		244,329		244,329		243,129		99.5	%	$	1,994,061	$	8.20	Publix, Old Time Pottery
The Crossroads	Royal Palm Beach, FL		1988/2002/NA		36				42,112		42,112		77,980		120,092		120,092		117,917		98.2	%	$	1,648,159	$	13.98	Publix
Treasure Coast Commons[13]	Jensen Beach, FL		1996/2004/NA		3				92,979		92,979		—		92,979		92,979		92,979		100.0	%	$	1,077,828	$	11.59	Barnes & Noble, OfficeMax, Sports Authority
Village Lakes Shopping Center	Land O’ Lakes, FL		1987/1997/NA		24				125,141		125,141		61,335		186,476		186,476		178,030		95.5	%	$	1,017,936	$	5.72	Kash ’N Karry Food Store, Wal-Mart
Village of Oriole Plaza[13]	Delray Beach, FL		1986/2005/NA		39				42,112		42,112		113,640		155,752		155,752		154,752		99.4	%	$	1,936,247	$	12.51	Publix
Village Plaza[13]	Lakeland, FL		1989/2004/NA		27				64,504		64,504		76,088		140,592		140,592		122,462		87.1	%	$	1,328,303	$	10.85	Circuit City, Staples

13

																							Annualized Base
						Total Shopping Center GLA:										Company Owned GLA							Rent
						Anchors:
		Year Constructed/
		Acquired/ Year of								Total		Non-
		Latest Renovation		Number		Anchor		Company		Anchor		Anchor
Property	Location	or Expansion(3)		of Units		Owned		Owned		GLA		GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors [8]
Vista Plaza[13]	Jensen Beach, FL		1998/2004/NA		9				87,191		87,191		22,689		109,880		109,880		109,880		100.0	%	$	1,415,233	$	12.88	Bed, Bath & Beyond, Circuit City, Michael’s
West Broward Shopping Center[13]	Plantation, FL		1965/2005/NA		19				81,801		81,801		74,435		156,236		156,236		156,236		100.0	%	$	1,531,980	$	9.81	Badcock, National Pawn Shop, Save- A-Lot, US Postal Service
Total/ Weighted Average					610		340,680		2,136,029		2,476,709		1,549,064		4,025,773		3,685,093		3,527,617		95.7	%	$	38,115,004	$	10.80
Georgia
Centre at Woodstock	Woodstock, GA		1997/2004/NA		14				51,420		51,420		35,328		86,748		86,748		83,448		96.2	%	$	1,018,400	$	12.20	Publix
Conyers Crossing	Conyers, GA		1978/1998/1989		15				138,915		138,915		31,560		170,475		170,475		167,900		98.5	%	$	886,848	$	5.28	Burlington Coat Factory, Hobby Lobby
Holcomb Center	Alpharetta, GA		1986/1996/NA		23				39,668		39,668		67,385		107,053		107,053		37,787		35.3	%	$	377,311	$	9.99
Horizon Village	Suwanee, GA		1996/2002/NA		22				47,955		47,955		49,046		97,001		97,001		90,461		93.3	%	$	1,077,400	$	11.91	Publix
Indian Hills	Calhoun, GA		1988/1997/NA		18				97,930		97,930		35,200		133,130		133,130		120,330		90.4	%	$	727,548	$	6.05	Goody’s, Ingles Market, Tractor Supply
Mays Crossing	Stockbridge, GA		1984/1997/1986		19				100,244		100,244		37,040		137,284		137,284		103,384		75.3	%	$	638,723	$	6.18	Big Lots, Dollar Tree
Promenade at Pleasant Hill	Duluth, GA		1993/2004/NA		36				199,555		199,555		95,000		294,555		294,555		272,555		92.5	%	$	2,306,974	$	8.46	Old Time Pottery, Publix
Total/ Weighted Average					147		—		675,687		675,687		350,559		1,026,246		1,026,246		875,865		85.3	%	$	7,033,204	$	8.03
Indiana
Merchants’ Square	Carmel, IN		1970/2004/NA		51		80,000		69,504		149,504		208,015		357,519		277,519		261,420		94.2	%	$	3,315,263	$	12.68	Marsh [1], Cost Plus, Hobby Lobby
Total/ Weighted Average					51		80,000		69,504		149,504		208,015		357,519		277,519		261,420		94.2	%	$	3,315,263	$	12.68
Maryland
Crofton Centre	Crofton, MD		1974/1996/NA		17				176,376		176,376		75,171		251,547		251,547		251,547		100.0	%	$	1,741,968	$	6.93	Super Valu, Kmart, Leather Expo
Total/ Weighted Average					17		—		176,376		176,376		75,171		251,547		251,547		251,547		100.0	%	$	1,741,968	$	6.93
Michigan
Auburn Mile	Auburn Hills, MI		2000/1999/NA		8		533,659		64,298		597,957		29,134		627,091		93,432		93,432		100.0	%	$	972,758	$	10.41	Best Buy[1], Target[1], Meijer[1], Costco[1], Joann etc Staples
Beacon Square[12]	Grand Haven, MI		2004/2004/NA		8		103,316		—		103,316		31,653		134,969		31,653		31,653		100.0	%	$	506,352	$	16.00	Home Depot[1]
Clinton Pointe	Clinton Twp., MI		1992/2003/NA		14		112,000		65,735		177,735		69,595		247,330		135,330		109,030		80.6	%	$	1,059,831	$	9.72	OfficeMax, Sports Authority, Target[1]
Clinton Valley Mall	Sterling Heights, MI		1977/1996/2002		8				55,175		55,175		52,571		107,746		107,746		104,897		97.4	%	$	1,462,023	$	13.94	Office Depot, DSW Shoe Warehouse
Clinton Valley	Sterling Heights, MI		1985/1996/NA		12				50,262		50,262		51,160		101,422		101,422		71,647		70.6	%	$	529,876	$	7.40	Big Lots
Eastridge Commons	Flint, MI		1990/1996/2001[10]		16		117,777		124,203		241,980		45,637		287,617		169,840		163,304		96.2	%	$	1,651,247	$	10.11	Farmer Jack (A&P)[5], Staples, Target[1], TJ Maxx
Edgewood Towne Center	Lansing, MI		1990/1996/2001[10]		15		209,272		23,524		232,796		62,233		295,029		85,757		85,757		100.0	%	$	855,352	$	9.97	OfficeMax, Sam’s Club[1], Target[1]
Fairlane Meadows	Dearborn, MI		1987/2003/NA		23		175,830		56,586		232,416		80,922		313,338		137,508		135,708		98.7	%	$	2,055,465	$	15.15	Best Buy, Office Depot[5], Target[1], Mervyn’s[1]
Fraser Shopping Center	Fraser, MI		1977/1996/NA		8				52,784		52,784		23,915		76,699		76,699		71,735		93.5	%	$	434,156	$	6.05	Oakridge Market, Rite- Aid
Gaines Marketplace	Gaines Twp., MI		2004/2004/NA		12				351,981		351,981		35,548		387,529		387,529		387,529		100.0	%	$	1,608,585	$	4.15	Meijer, Staples, Target

14

																							Annualized Base
						Total Shopping Center GLA:										Company Owned GLA							Rent
						Anchors:
		Year Constructed/
		Acquired/ Year of								Total		Non-
		Latest Renovation		Number		Anchor		Company		Anchor		Anchor
Property	Location	or Expansion(3)		of Units		Owned		Owned		GLA		GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors [8]
Gratiot Crossing[13]	Chesterfield, MI		1980/2005		14				122,406		122,406		43,289		165,695		165,695		147,466		89.0	%	$	1,263,840	$	8.57	Jo- Ann, Kmart
Hoover Eleven	Warren, MI		1989/2003/NA		56				138,361		138,361		150,571		288,932		288,932		271,666		94.0	%	$	3,185,174	$	11.72	Kroger, Marshall’s, OfficeMax, TJ Maxx
Hunter’s Square[13]	Farmington Hills, MI		1988/2005/NA		32				189,132		189,132		164,205		353,337		353,337		346,617		98.1	%	$	5,879,088	$	16.96	Bed Bath & Beyond, Borders, Loehmann’s Marshall’s, TJ Maxx
Jackson Crossing	Jackson, MI		1967/1996/2002		64		254,242		222,468		476,710		176,299		653,009		398,767		387,148		97.1	%	$	3,478,313	$	8.98	Kohl’s Department Store, Sears[1], Target[1], TJ Maxx Toys ’R’ Us, Best Buy, Bed, Bath & Beyond, Jackson 10
Jackson West	Jackson, MI		1996/1996/1999		5				194,484		194,484		15,837		210,321		210,321		210,321		100.0	%	$	1,600,582	$	7.61	Circuit City, Lowe’s, Michael’s, OfficeMax
Kentwood Towne Centre[2]	Kentwood, MI		1988/1996//NA		18		101,909		122,390		224,299		61,265		285,564		183,655		177,655		96.7	%	$	1,402,365	$	7.89	Hobby Lobby, OfficeMax, Target[1]
Lake Orion Plaza	Lake Orion, MI		1977/1996/NA		9				114,574		114,574		14,878		129,452		129,452		127,132		98.2	%	$	554,374	$	4.36	Farmer Jack (A&P), Kmart
Lakeshore Marketplace	Norton Shores, MI		1996/2003/NA		23				258,638		258,638		104,610		363,248		363,248		350,054		96.4	%	$	2,566,927	$	7.33	Barnes & Noble, Dunham’s, Elder- Beerman Hobby Lobby, TJ Maxx, Toys ’R’ Us
Livonia Plaza	Livonia, MI		1988/2003/NA		20				90,831		90,831		42,912		133,743		133,743		127,643		95.4	%	$	1,304,667	$	10.22	Kroger, TJ Maxx
Madison Center	Madison Heights, MI		1965/1997/2000		14				167,830		167,830		59,258		227,088		227,088		214,734		94.6	%	$	1,321,735	$	6.16	Dunham’s, Kmart
Millennium Park[13]	Livonia, MI		2000/2005/NA		13		352,641		241,850		594,491		33,700		628,191		275,550		275,550		100.0	%	$	3,426,498	$	12.44	Home Depot, Linens ’n Things, Marshall’s, Michael’s Petsmart, Costco[1], Meijer[1]
New Towne Plaza	Canton Twp., MI		1975/1996/2005		15				126,425		126,425		59,943		186,368		186,368		186,368		100.0	%	$	1,809,057	$	9.71	Kohl’s Department Store, JoAnn
Oak Brook Square	Flint, MI		1982/1996/NA		22				57,160		57,160		83,057		140,217		140,217		96,437		68. 8	%	$	910,330	$	9.44	TJ Maxx
Roseville Towne Center	Roseville, MI		1963/1996/2004		12				211,166		211,166		45,249		256,415		256,415		231,017		90.1	%	$	1,499,347	$	6.49	Marshall’s, Wal- Mart
Southfield Plaza	Southfield, MI		1969/1996/2003		14				128,340		128,340		37,660		166,000		166,000		162,000		97.6	%	$	1,266,939	$	7.82	Burlington Coat Factory, Marshall’s, Staples
Southfield Plaza Expansion[11]	Southfield, MI		1987/1996/2003		11				—		—		19,410		19,410		19,410		17,610		90.7	%	$	271,593	$	15.42	No Anchor
Taylor Plaza	Taylor, MI		1970/1996/NA		1				—		—		—		—		—		—		0.0	%	$	—	$	—	Turnover to Home Depot 11/29/05; in process of constructiong their own building
Tel-Twelve	Southfield, MI		1968/1996/2003		21				443,044		443,044		47,550		490,594		490,594		453,491		92.4	%	$	4,309,136	$	9.50	Meijer, Lowe’s, Office Depot DSW Shoe Warehouse, Michael’s, MAJG Removed
Troy Marketplace[13]	Troy, MI		2000/2005		8		113267		95,683		208,950		23,813		232,763		119,496		94,996		79.5	%	$	1,889,848	$	19.89	Linens N Things, Nordstom Rack, REI[1], Home Depot Expo Design[1]
West Acres Commons[7]	Flint, MI		1998/2001/NA		14				59,889		59,889		35,200		95,089		95,089		93,689		98.5	%	$	1,177,373	$	12.57	Farmer Jack (A&P)[5]

15

																							Annualized Base
						Total Shopping Center GLA:										Company Owned GLA							Rent
						Anchors:
		Year Constructed/
		Acquired/ Year of								Total		Non-
		Latest Renovation		Number		Anchor		Company		Anchor		Anchor
Property	Location	or Expansion(3)		of Units		Owned		Owned		GLA		GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors [8]
West Oaks I	Novi, MI		1979/1996/2004		7				226,839		226,839		19,028		245,867		245,867		245,867		100.0	%	$	2,444,098	$	9.94	Circuit City, OfficeMax, DSW Shoe Warehouse Home Goods, Michael’s, Gander Mountain
West Oaks II	Novi, MI		1986/1996/2000		30		221,140		90,753		311,893		77,201		389,094		167,954		167,954		100.0	%	$	2,685,007	$	15.99	Value City Furniture[6], Bed Bath & Beyond[6], Marshall’s, Toys ’R’ Us[1], Petco[1], Kohl’s Department Store[1], Joann etc
Winchester Center[13]	Rochester Hills, MI		1980/2005/NA		16				224,356		224,356		89,309		313,665		313,665		293,146		93.5	%	$	4,109,393	$	14.02	Borders, Dick’s Sporting Goods, Linens ’n Things Marshall’s, Michael’s, Petsmart
Total/ Weighted Average					563		2,295,053		4,371,167		6,666,220		1,886,612		8,552,832		6,257,779		5,933,253		94.8	%	$	59,491,329	$	10.03
New Jersey
Chester Springs Shopping Center	Chester, NJ		1970/1996/1999		40				81,760		81,760		142,393		224,153		224,153		217,773		97.2	%	$	2,904,211	$	13.34	Shop- Rite Supermarket, Staples
Total/ Weighted Average					40		—		81,760		81,760		142,393		224,153		224,153		217,773		97.2	%	$	2,904,211	$	13.34
North Carolina
Holly Springs Plaza	Franklin, NC		1988/1997/1992		16				124,484		124,484		31,100		155,584		155,584		155,584		100.0	%	$	884,049	$	5.68	Ingles Market, Wal- Mart
Ridgeview Crossing	Elkin, NC		1989/1997/1995		16				168,659		168,659		36,890		205,549		205,549		205,549		100.0	%	$	1,124,454	$	5.47	Belk Department Store, Ingles Market, Wal- Mart
Total/ Weighted Average					32		—		293,143		293,143		67,990		361,133		361,133		361,133		100.0	%	$	2,008,503	$	5.56
Ohio
Crossroads Centre	Rossford, OH		2001/2001/NA		22		126,200		255,091		381,291		99,054		480,345		354,145		349,245		98.6	%	$	3,331,791	$	9.54	Home Depot, Target[1], Giant Eagle, Michael’s Linens ’n Things
OfficeMax Center	Toledo, OH		1994/1996/NA		1				22,930		22,930		—		22,930		22,930		22,930		100.0	%	$	265,988	$	11.60	OfficeMax
Spring Meadows Place	Holland, OH		1987/1996/2005		30		275,372		54,071		329,443		131,365		460,808		185,436		145,598		78.5	%	$	1,715,295	$	11.78	Dick’s Sporting Goods[6], Media Play[6], Kroger[1], Target[1], TJ Maxx, OfficeMax
Troy Towne Center	Troy, OH		1990/1996/2003		17		90,921		107,584		198,505		37,026		235,531		144,610		141,970		98.2	%	$	954,791	$	6.73	Sears Hardware, Wal-Mart[1], Kohl’s
Total/ Weighted Average					70		492,493		439,676		932,169		267,445		1,199,614		707,121		659,743		93.3	%	$	6,267,865	$	9.50
South Carolina
Edgewood Square	North Augusta, SC		1989/1997/1997		15				207,829		207,829		20,375		228,204		228,204		177,704		77.9	%	$	995,888	$	5.60	Bi- Lo Grocery, Wal- Mart[5]
Taylors Square	Taylors, SC		1989/1997/1995		13				207,454		207,454		31,021		238,475		238,475		238,475		100.0	%	$	1,408,612	$	5.91	Wal- Mart
Total/ Weighted Average					28		—		415,283		415,283		51,396		466,679		466,679		416,179		89.2	%	$	2,404,500	$	5.78

16

																							Annualized Base
						Total Shopping Center GLA:										Company Owned GLA							Rent
						Anchors:
		Year Constructed/
		Acquired/ Year of								Total		Non-
		Latest Renovation		Number		Anchor		Company		Anchor		Anchor
Property	Location	or Expansion(3)		of Units		Owned		Owned		GLA		GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors [8]
Tennessee
Cumberland Gallery	New Tazewell, TN		1988/1997/NA		15				73,304		73,304		24,851		98,155		98,155		82,555		84.1	%	$	341,303	$	4.13	Ingles Market, Wal- Mart
Highland Square	Crossville, TN		1988/1997/2005		20				145,147		145,147		35,620		180,767		180,767		136,125		75.3	%	$	834,272	$	6.13	Kroger, Tractor Supply, Peebles
Northwest Crossing	Knoxville, TN		1989/1997/1995		11				273,535		273,535		29,933		303,468		303,468		266,393		87.8	%	$	1,353,319	$	5.08	Wal- Mart, Ross Dress for Less
Northwest Crossing II	Knoxville, TN		1999/1999/NA		2				23,500		23,500		4,674		28,174		28,174		28,174		100.0	%	$	282,814	$	10.04	OfficeMax
Stonegate Plaza	Kingsport, TN		1984/1997/1993		7				127,042		127,042		11,448		138,490		138,490		102,042		73.7	%	$	444,917	$	4.36	Wal- Mart[5]
Tellico Plaza	Lenoir City, TN		1989/1997/NA		13				94,805		94,805		19,387		114,192		114,192		111,730		97.8	%	$	573,781	$	5.14	Wal- Mart[4], Dollar General
Total/ Weighted Average					68		—		737,333		737,333		125,913		863,246		863,246		727,019		84.2	%	$	3,830,406	$	5.27
Virginia
Aquia Towne Center	Stafford, VA		1989/1998/NA		40				117,195		117,195		122,847		240,042		240,042		226,342		94.3	%	$	2,375,418	$	10.49	Super Valu[5], Big Lots, Northrop Grumman
Total/ Weighted Average					40		—		117,195		117,195		122,847		240,042		240,042		226,342		94.3	%	$	2,375,418	$	10.49
Wisconsin
East Town Plaza	Madison, WI		1992/2000/2000		18		132,995		144,685		277,680		64,274		341,954		208,959		201,291		96.3	%	$	1,834,976	$	9.12	Burlington, Marshalls, JoAnn, Borders, Toys R Us[1], Shopco[1]
West Allis Towne Centre	West Allis, WI		1987/1996/NA		31				216,634		216,634		112,980		329,614		329,614		291,796		88.5	%	$	2,096,351	$	7.18	Kmart, Kohl’s Supermarket (A&P)[5], Dollar Tree Big Lots
Total/ Weighted Average					49		132,995		361,319		494,314		177,254		671,568		538,573		493,087		91.6	%	$	3,931,326	$	7.97
PORTFOLIO TOTAL/ WEIGHTED AVERAGE					1720		3,443,666		9,967,373		13,411,039		5,032,259		18,443,298		14,999,632		14,051,479		93.7	%	$	134,125,261	$	9.55

[1]	Anchor-owned store
[2]	77.87896% general partner interest
[3]	Represents year constructed/acquired/year of latest renovation or expansion by either the Company or the former Ramco Group, as applicable.
[4]	Wal-Mart currently is not occupying its leased premises in this shopping center but remains obligated to pay under the terms of the respective lease agreement. The space leased by Wal-Mart has been subleased to third parties
[5]	Tenant closed — lease obligated
[6]	Owned by others
[7]	40% joint venture interest
[8]	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
[9]	50% general partner interest

[10]	10% joint venture interest
[11]	30% joint venture interest

17

Tenant Information

      The following table sets forth, as of December 31, 2005, information regarding space leased to tenants which in each case, individually account for 2% or more of total annualized base rental revenue from our properties:

	Total		Annualized		Annualized		Aggregate		% of Total
	Number of		Base Rental		Base Rental		GLA Leased		Company
Tenant	Stores		Revenue		Revenue		by Tenant		Owned GLA
Wal-Mart		10	$	5.091,373		3.8%		1,170,636		7.7%
TJ Maxx/Marshalls		18		5,027,664		3.8%		579,613		3.8%
Publix		11		4,097,821		3.1%		523,374		3.5%
Linens n’ Things		7		2,911,789		2.2%		238,067		1.6%
OfficeMax		11		2,846,639		2.1%		254,020		1.7%
Kmart		6		2,717,603		2.0%		606,720		4.0%

      Included in the 10 Wal-Mart locations listed in the above table are three locations (representing approximately 291,000 square feet of GLA) which are leased to, but not currently occupied by Wal-Mart, although Wal-Mart remains obligated under the respective lease agreements. The leases for these three Wal-Mart properties expire between 2008 and 2009. Wal-Mart has entered into various subleases with respect to certain of such locations, and sub-tenants currently occupy approximately 34,000 of the 291,000 square feet of GLA.

      The following table sets forth the total GLA leased to anchors, retail tenants, and available space, in the aggregate, of our properties as of December 31, 2005:

		Annualized		% of Annualized					% of Total
		Base Rental		Base Rental			Company		Company
Type of Tenant		Revenue		Revenue			Owned GLA		Owned GLA
Anchor		$	69,098,541		51.5	%		9,589,032		63.9	%
Retail (non-anchor)			65,026,720		48.5	%		4,462,447		29.8	%
Available			—		—			948,153		6.3	%
	Total	$	134,125,261		100.0	%		14,999,632		100.0	%

      The following table sets forth as of December 31, 2005, the total GLA leased to national, regional and local tenants, in the aggregate, of our properties.

									% of Total
		Annualized		% of Annualized			Aggregate		Company
		Base Rental		Base Rental			GLA Leased		Owned GLA
Type of Tenant		Revenue		Revenue			by Tenant		Leased
National		$	91,206,808		68.0	%		9,757,151		69.4	%
Local			24,123,858		18.0	%		1,756,459		12.5	%
Regional			18,794,595		14.0	%		2,537,869		18.1	%
	Total	$	134,125,261		100.0	%		14,051,479		100.0	%

18

      The following table sets forth lease expirations for the next five years at our properties assuming that no renewal options are exercised.

							% of					% of Total
							Annualized					Company
			Average Base		Annualized		Base Rental			Leased		Owned GLA
			Rental Revenue per		Base Rental		Revenue as of			Company		Leased
	No. of		sq. ft. as of		Revenue as of		12/31/05			Owned GLA		Represented
	Leases		12/31/05 Under		12/31/05 Under		Represented by			Expiring (in		by Expiring
Lease Expiration	Expiring		Expiring Leases		Expiring Leases		Expiring Leases			square feet)		Leases
2006		265	$	12.14	$	10,804,628		8.1	%		890,070		6.3	%
2007		231		10.70		11,990,371		8.9	%		1,120,761		8.0	%
2008		270		9.70		17,435,635		13.0	%		1,796,880		12.8	%
2009		212		9.17		14,894,370		11.1	%		1,624,632		11.6	%
2010		206		11.39		15,060,482		11.2	%		1,322,632		9.4	%

Item 3. Legal Proceedings.

      The IRS is currently conducting an examination of us for our taxable years ended December 31, 1996 and 1997. On April 13, 2005, the IRS issued two examination reports to us with respect to this examination. The first examination report seeks to disallow certain deductions and losses we took in 1996 and to disqualify us as a REIT for the years 1996 and 1997. The second report also proposes to disqualify us as a REIT for our taxable years ended December 31, 1998 through 2000, years we had not previously been notified were under examination, and to not allow us to reelect REIT status for 2001 through 2004. See Note 20 to the Consolidated Financial Statements appearing elsewhere in this report for a further description of these matters, which is hereby incorporated by reference.

      Except as stated above and for ordinary routine litigation incidental to our business, there are no material pending legal proceedings, or to our knowledge, threatened legal proceedings, against or involving us or our properties.

Item 4. Submission of Matters to a Vote of Security Holders.

      None

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

      Market Information — Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On March 1, 2006, the closing price of our common shares on the NYSE was $29.10.

      The following table shows high and low closing prices per share for each quarter in 2005 and 2004.

	Share Price
Quarter Ended	High		Low
March 31, 2005	$	32.19	$	26.98
June 30, 2005		29.28		26.45
September 30, 2005		30.14		28.02
December 31, 2005		29.06		25.81
March 31, 2004	$	29.20	$	26.98
June 30, 2004		29.00		22.50
September 30, 2004		27.90		24.45
December 31, 2004		32.87		26.41

      Holders — The number of holders of record of our common shares was 2,447 as of March 1, 2006.

19

      Dividends  — We declared the following cash distributions per share to our common shareholders for the years ended December 31, 2005 and 2004:

	Dividend
Record Date	Distribution		Payment Date
March 20, 2005	$	0.4375		April 1, 2005
June 20, 2005	$	0.4375		July 1, 2005
September 20, 2005	$	0.4375		October 3, 2005
December 20, 2005	$	0.4375		January 3, 2006

	Dividend
Record Date	Distribution		Payment Date
March 31, 2004	$	0.42		April 20, 2004
June 20, 2004	$	0.42		July 1, 2004
September 20, 2004	$	0.42		October 1, 2004
December 20, 2004	$	0.42		January 3, 2005

      Under the Code, a REIT must meet certain requirements, including a requirement that it distribute annually to its shareholders at least 90% of its taxable income. Distributions paid by us are at the discretion of our board of trustees and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code and such other factors as the board of trustees deems relevant.

      We have a Dividend Reinvestment Plan (the “DRP”) which allows our common shareholders to acquire additional common shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the DRP at a price equal to the prevailing market price of such common shares, without payment of any brokerage commission or service charge. Common shareholders who do not participate in the DRP continue to receive cash distributions, as declared.

      Equity compensation plan information required by Item 201(d) of Regulation S-K is incorporated herein by reference from our definitive proxy statement to be filed with the SEC within 120 days after the end of the year covered by this Annual Report.

      Issuer Repurchases — In December 2005, the Board of Trustees authorized the repurchase, at management’s discretion, of up to $15.0 million of the Company’s common shares. The program allows the Company to repurchase its common shares from time to time in the open market or in privately negotiated transactions.

Item 6. Selected Financial Data (in thousands, except per share data and number of properties).

      The following table sets forth our selected consolidated financial data and should be read in conjunction with the Consolidated Financial Statements and Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this report. In particular, the financial

20

information below gives effect to the discontinued operations discussed in Note 3 of the Consolidated Financial Statements appearing elsewhere in this report.

		Year Ended December 31,
		2005			2004			2003			2002			2001
Operating Data:
Total revenue		$	141,623		$	122,741		$	98,589		$	81,521		$	79,559
Operating income			12,972			15,149			5,744			4,422			6,431
Gain on sales of real estate			1,136			2,408			263			—			5,550
Income from continuing operations			13,940			10,974			5,151			4,308			9,004
Discontinued operations, net of minority interest(1)
	Gain on sale of property		—			—			897			2,164			—
	Income from operations		4,553			4,146			4,430			4,091			4,941
Net income			18,493			15,120			10,478			10,563			13,945
Preferred share dividends			(6,655	)		(4,814	)		(2,375	)		(1,151	)		(3,360	)
Gain on redemption of preferred shares			—			—			—			2,425			—
Net income available to common shareholders		$	11,838		$	10,306		$	8,103		$	11,837		$	10,585
Earnings Per Share Data:
From continuing operations:
	Basic	$	0.43		$	0.37		$	0.20		$	0.53		$	0.79
	Diluted		0.43			0.36			0.20			0.53			0.79
Net income:
	Basic	$	0.70		$	0.61		$	0.58		$	1.12		$	1.48
	Diluted		0.70			0.60			0.57			1.11			1.47
Cash dividends declared per common share		$	1.75		$	1.68		$	1.81		$	1.68		$	1.68
Distributions to common shareholders		$	29,469		$	28,249		$	22,478		$	16,249		$	11,942
Weighted average shares outstanding:
	Basic		16,837			16,816			13,955			10,529			7,105
	Diluted		16,880			17,031			14,141			10,628			7,125
Balance Sheet Data:
Cash and cash equivalents		$	14,929		$	15,045		$	19,883		$	9,974		$	5,542
Accounts receivable, net			32,341			26,845			30,109			21,299			17,427
Investment in real estate (before accumulated depreciation)			1,047,304			1,066,255			830,245			707,011			557,349
Total assets			1,125,275			1,043,778			826,279			697,770			552,529
Mortgages and notes payable			724,831			633,435			454,358			423,248			347,275
Total liabilities			774,442			673,401			489,318			451,169			371,167
Minority interest			38,423			40,364			42,643			46,358			48,157
Shareholders’ equity		$	312,410		$	330,013		$	294,318		$	200,242		$	133,405
Other Data:
Funds from operations available to common shareholders(2)		$	47,896		$	41,379		$	34,034		$	27,883		$	31,724
Cash provided by operating activities			44,560			46,387			26,685			19,266			25,359
Cash (used in) provided by investing activities			(85,914	)		(105,563	)		(81,868	)		(81,125	)		4,971
Cash provided by (used in) financing activities			41,238			54,338			65,092			64,300			(27,727	)
Number of properties			84			74			64			59			57
Company owned GLA			15,000			13,022			11,483			10,006			9,789
Occupancy rate			93.7	%		92.9	%		89.7	%		90.5	%		95.5	%

21

(1)

In accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” which we adopted on January 1, 2002, shopping centers that were sold or classified as held for sale subsequent to December 31, 2001 have been classified as discontinued operations for all periods presented. Shopping centers that were sold prior to January 1, 2002 are included in gain on sales of real estate.

(2)

We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents net income, excluding extraordinary items (as defined under accounting principles generally accepted in the United States of America (“GAAP”)) and gain (loss) 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 to be 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. A reconciliation of FFO to net income is included under the heading, “Funds From Operations” in Item 7.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

      The following discussion should be read in conjunction with the consolidated financial statements, the notes thereto, and the comparative summary of selected financial data appearing elsewhere in this report. The financial information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the discontinued operations discussed in Note 3 of the Consolidated Financial Statements appearing elsewhere in this report.

Overview

      We are a publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers and single-tenant retail properties) and one regional mall in the midwestern, southeastern and mid-Atlantic regions of the United States. At December 31, 2005, our portfolio consisted of 83 community shopping centers, of which fifteen are power centers and two are single tenant retail properties, as well as one enclosed regional mall, totaling approximately 18.6 million square feet of GLA. We own approximately 15.0 million square feet of such GLA, with the remaining portion owned by various anchor stores.

      Our corporate strategy is to maximize total return for our shareholders by improving operating income and enhancing asset value. We pursue our goal through:

•  A proactive approach to redeveloping, renovating and expanding our shopping centers;

•  The acquisition of community shopping centers, with a focus on grocery and nationally-recognized discount department store anchor tenants;

•  The development of new shopping centers in metropolitan markets where we believe demand for a center exists; and

•  A proactive approach to leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire.

      We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts and by improving our capital structure through the refinancing of a portion of our variable rate debt with long-term fixed rate debt. We continue to selectively pursue new acquisitions and development opportunities.

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      The highlights of our 2005 activity reflect this strategy:

•  We acquired nine properties through our joint venture with ING Clarion (bringing the total centers purchased to date to twelve) with an aggregate purchase price of $378.4 million and comprising over 2.4 million square feet of GLA.

•  In December 2005, we purchased Kissimmee West, a 300,186 square foot community shopping center located in Kissimmee, Florida. The Center is anchored owned by a 184,600 square foot Super Target, and is also anchored by a 35,000 square foot JoAnn Fabrics and a 32,000 square foot Marshalls.

•  We commenced the development of Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows in Dearborn, Michigan. At year-end, we also had a number of substantial development projects in process that encompass over 1.6 million square feet GLA. Beacon Square in Grand Haven, Michigan and Gaines Marketplace in Gaines Township, Michigan are substantially complete and the third development project, River City Marketplace in Jacksonville, Florida, is the largest center presently under construction and has over 230,000 square feet of GLA already leased.

•  During 2005, we opened 105 new non-anchor stores, at an average base rent of $14.63 per square foot. We also renewed 144 non-anchor leases, at an average base rent of $13.88, achieving an increase of 4.2% over prior rental rates. Additionally, we signed eight new anchor leases during the year. Overall portfolio average base rents increased to $9.55 in 2005 from $8.83 in 2004. Same center net operating income increased 2.3% over 2004. The portfolio was 93.7% leased at 2005 year-end compared to 92.9% at 2004 year-end.

•  In December 2005, we entered into a new $250 million unsecured credit facility.

•  During 2005, we retired $99 million of long-term debt, with a blended interest rate of 8.3% and replaced the debt with new loans of $66 million, due in 2016, having a blended interest rate of approximately 5.2%.

•  We increased the annual dividend to $1.75 per share.

•  The strength of our portfolio combined with acquisitions brought into operation since January 1, 2004 allowed us to increase our total revenue by 15.4% in 2005.

Critical Accounting Policies

      The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. It is our opinion that we fully disclose our significant accounting policies in the notes to our consolidated financial statements. The following discussion relates to what we believe to be our most critical accounting policies that require our most difficult, subjective or complex judgment.

Reserve for Bad Debts

      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. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the reserves we have established, our operating income would be reduced.

Accounting for the Impairment of Long-Lived Assets

      We continually review whether events and circumstances subsequent to the acquisition or development of long-term assets, or intangible assets subject to amortization, have occurred that indicate the remaining

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estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. If we identify impairment, we will report a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

      In determining the estimated useful lives of intangibles assets with finite lives, we consider the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as our commitment to support these assets through continued investment.

      During 2004, we recognized an impairment loss of $4.8 million related to our 10% investment in PLC Novi West Development. This investment was accounted for by the equity method of accounting. There were no impairment charges for the years ended December 31, 2005 or 2003. See Note 14 of the Consolidated Financial Statements appearing elsewhere in this report.

Revenue Recognition

      Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents using the straight-line method over the terms of the leases commencing when the tenant takes possession of the space. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenues from fees and management income are recognized in the period in which the services occur. Lease termination fees are recognized when a lease termination agreement is executed by the parties.

Off Balance Sheet Arrangements

      We have six off balance sheet investments in which we own 50% or less of the total ownership interests. We provide leasing, development and property management services to the joint ventures. These investments are accounted for by the equity method. Our level of control of these joint ventures is such that we are not required to include them as consolidated subsidiaries. See Note 7 to the Consolidated Financial Statements appearing elsewhere in this report.

Results of Operations

Comparison of the Year Ended December 31, 2005 to the Year Ended December 31, 2004

      For purposes of comparison between the years ended December 31, 2005 and 2004, “same center” refers to the shopping center properties owned as of January 1, 2004 and December 31, 2005. We made eight acquisitions in 2004 and one acquisition in 2005. In addition, we increased our partnership interests in Ramco Gaines, LLC and 28th Street Kentwood Associates, which are now included in our consolidated financial statements. These properties are collectively referred to as “Acquisitions” in the following discussion.

     Revenues

      Total revenues increased 15.4%, or $18.9 million, to $141.6 million in 2005 as compared to $122.7 million in 2004. Of the increase, $8.1 million was the result of increased minimum rents, $5.4 million was the result of increased recoveries from tenants and $3.0 million was the result of increased fees and management income.

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      Minimum rents increased 9.6%, or $8.1 million, in 2005. Acquisitions contributed $9.2 million to the increase in minimum rents in 2005, as shown in the table below.

	Increase
	Amount
	(millions)			Percentage
Same Center	$	(1.1	)		(1.2	)%
Acquisitions		9.2			10.8
	$	8.1			9.6	%

      The decrease in same center minimum rents during 2005 is principally attributable to the termination of Media Play and Circuit City leases at our Tel-Twelve center and the redevelopment during 2005 of our Northwest Crossing and Spring Meadows shopping centers.

      Recoveries from tenants increased $5.4 million, or 16.4%, to $38.5 million in 2005 as compared to $33.1 million in 2004. Acquisitions contributed $3.5 million of the increase. The balance of the increase is primarily attributable to the increase in recoverable operating expenses in 2005 when compared to the same period in 2004. The overall recovery ratio was 97.9% in 2005, compared to 94.5% in 2004. The increase in this ratio is a result of increased occupancy levels during 2005 compared to the prior year. The following two tables include recovery revenues and related expenses that comprise the recovery ratio.

      The net increase in recoveries from tenants is comprised of the following:

	Increase (Decrease)
	Amount
	(millions)		Percentage
Same Center	$	1.9		5.8	%
Acquisitions		3.5		10.6
	$	5.4		16.4	%

      Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased $4.4 million, or 12.4%, in 2005.

	Increase
	Amount
	(millions)		Percentage
Same Center	$	1.3		3.6	%
Acquisitions		3.1		8.8
	$	4.4		12.4	%

      Fees and management income was $3.0 million higher in 2005 compared to 2004. Acquisition and development fees earned from our joint ventures increased $2.1 million to $3.4 million in 2005, compared to $1.3 million in 2004. Management fees, earned principally from our joint ventures, increased $0.6 million in 2005 compared to 2004. Construction coordination fee earned at the Jacksonville joint venture amounted to $0.2 million in 2005.

      Other income increased $2.4 million to $4.0 million in 2005, and the increase was primarily attributable to higher lease termination fees earned during 2005 compared to the same period in 2004.

     Expenses

      Total expenses for 2005 increased $21.1 million, or 19.6%, to $128.7 million as compared to $107.6 million for 2004. The increase consists of a $4.4 million increase in total recoverable expenses (see table above), including recoverable operating expenses and real estate taxes, a $4.9 million increase in depreciation expense, a $7.9 million increase in interest expense, and a $2.4 million increase in general and administrative expenses. Acquisitions accounted for $11.2 million of the increase in total expenses.

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      Other operating expenses increased $1.6 million from $1.6 million in 2004 to $3.2 million in 2005. Acquisitions accounted for $1.4 million of the increase.

      Depreciation and amortization expense increased $4.9 million, or 19.4%, to $30.2 million for 2005. Depreciation expense related to our Acquisitions contributed $3.1 million of the increase. Depreciation expense also increased as a result of the write-off of $1.0 million of unamortized tenant improvement costs related to the termination of a tenant at the Tel-Twelve shopping center.

      General and administrative expenses increased $2.4 million to $13.5 million in 2005, as compared to $11.1 million in 2004. The increase is principally attributable to increases in audit and tax fees, as well as increased salaries and benefits during 2005 compared to 2004. Contributing to the increase in salaries and benefits was the impact of a reduction in the capitalization of these costs as a result of more development projects with joint venture partners during the current year and an increase in the write-off of proposed development costs.

      Interest expense increased 22.9% or $7.9 million in 2005. The summary below identifies the increase by its various components.

							Increase
	2005			2004			(Decrease)
Average total loan balance	$	674,360		$	527,201		$	147,159
Average rate		6.1	%		6.4	%		(0.3	)%
Total Interest	$	41,042		$	33,936		$	7,106
Amortization of loan fees		2,283			1,292			991
Capitalized interest and other		(904	)		(703	)		(201	)
	$	42,421		$	34,525		$	7,896

      Income from discontinued operations in 2005 and 2004 consists of the nine properties classified as real estate assets held for sale.

Comparison of the Year Ended December 31, 2004 to the Year Ended December 31, 2003

      For purposes of comparison between the years ended December 31, 2004 and 2003, “same center” refers to the shopping center properties owned as of January 1, 2003 and December 31, 2004. We made six acquisitions during 2003 and eight acquisitions in 2004. In addition, we increased our partnership interest in 28th Street Kentwood Associates, which is now included in our consolidated financial statements. These properties are collectively referred to as “Acquisitions” in the following discussion.

     Revenues

      Total revenues increased 24.5%, or $24.1 million, to $122.7 million in 2004 as compared to $98.6 million in 2003. Of the increase, $18.7 million was the result of increased minimum rents and $5.3 million was the result of increased recoveries from tenants.

      Minimum rents increased 28.3%, or $18.7 million in 2004. The increase is primarily related to Acquisitions, as shown in the table below.

	Increase
	Amount
	(millions)		Percentage
Same Center	$	2.5		3.8	%
Acquisitions		16.2		24.5
	$	18.7		28.3	%

      The increase in same center minimum rents is principally attributable to the leases of new tenants throughout our same center portfolio in 2004.

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      Recoveries from tenants increased 19.1%, or $5.3 million, in 2004. The increase is primarily related to Acquisitions. The overall recovery ratio was 94.5% in 2004 compared to 93.4% in 2003. The increase in this ratio is primarily related to the completion of various redevelopment projects during 2004. The following two tables include recovery revenues and related expenses that comprise the recovery ratio.

      The net increase in recoveries from tenants is comprised of the following:

	Increase
	Amount
	(millions)		Percentage
Same Center	$	0.1		0.5	%
Acquisitions		5.2		18.6
	$	5.3		19.1	%

      Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased 17.7%, or $5.3 million, in 2004.

	Increase (Decrease)
	Amount
	(millions)			Percentage
Same Center	$	(0.1	)		(0.5	)%
Acquisitions		5.4			18.2
	$	5.3			17.7	%

      Fees and management income increased $1.1 million to $2.5 million in 2004 from $1.4 million for 2003. The increase is primarily due to leasing fees earned from our joint venture entity, Ramco Gaines, LLC, the owner of the Gaines Marketplace center. Other income decreased $747,000 to $1.6 million in 2004 from $2.3 million for 2003. The decrease was primarily attributable to lower termination fees earned in 2004 when compared to 2003 offset by $336,000 of bankruptcy distributions received from Kmart Corporation during 2004 for rental expense that was previously written off.

     Expenses

      Total expenses increased 15.9%, or $14.7 million, in 2004, as compared to 2003. Real estate taxes and recoverable operating expenses increased $5.3 million, depreciation and amortization increased $4.5 million and general and administrative expenses increased $2.4 million. The increase in real estate taxes and recoverable operating expenses and depreciation and amortization expense is primarily attributable to Acquisitions.

      Other operating expenses decreased $2.4 million from $4.0 million in 2003 to $1.6 million in 2004. The decrease is principally related to a lease assignment made by Kmart Corporation at our Tel-Twelve shopping center that was accounted for as a lease termination in 2003. As a result, the straight-line rent receivable of approximately $3.0 million was written off in the second quarter of 2003.

      Depreciation and amortization expense increased $4.5 million to $25.3 million in 2004 as compared to $20.8 million in 2003. Depreciation expense related to Acquisitions contributed $4.2 million of the increase. Depreciation expense related to same centers contributed $0.3 million of the increase, and such increase primarily related to redevelopment projects completed during 2003 and 2004.

      General and administrative expenses were $11.1 million in 2004, as compared to $8.8 million in 2003. Due to our growth, primarily related to shopping center acquisitions, expansions and developments during the past two years, salaries, bonuses and benefits increased $1.1 million. During 2004, state and local taxes also increased $1.4 million which was primarily the result of utilizing various tax credits in 2003 reducing the Michigan Single Business Tax for that year.

      In 2004, we incurred an impairment loss of $4.8 million related to our equity investment in PLC Novi West Development.

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      Interest expense increased 17.3%, or $5.1 million, in 2004. The increase was primarily due to a higher average total loan balance in 2004 than in 2003.

      Income from discontinued operations in 2004 and 2003 consists of the nine properties classified as real estate assets held for sale. In addition, income from discontinued operations in 2004 consists of $15,000 of percentage rent revenues net of minority interest for Ferndale Plaza shopping center, which was sold in December 2003. In 2003, income from discontinued operations included operating income of Ferndale Plaza for 12 months and the gain on sale of Ferndale of $897,000, net of minority interest.

Liquidity and Capital Resources

      The acquisitions, developments and redevelopments, including expansion and renovation programs, that we made during 2005 generally were financed though cash provided from operating activities, credit facilities, mortgage refinancings, and mortgage assumptions (as a result of acquisitions). Total debt outstanding was approximately $724.8 million at December 31, 2005 as compared to $633.4 million at December 31, 2004. In 2005, the increase in our debt was due primarily to the funding of acquisitions, development and expansion activity.

      At December 31, 2005, our market capitalization amounted to $1.3 billion. Market capitalization consisted of $724.8 million of debt (including property-specific mortgages, an unsecured credit facility consisting of a term loan facility and a revolving credit facility, and a bridge term loan), $25.0 million of Series B Preferred Shares, $53.8 million of Series C Preferred Shares, and $527.0 million of Common Shares and Operating Partnership Units at market value. Our debt to total market capitalization was 54.5% at December 31, 2005, as compared to 46.5% at December 31, 2004. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of interest rate swap agreements, our outstanding debt at December 31, 2005 had a weighted average interest rate of 6.0% and consisted of $471.8 million of fixed rate debt and $253.0 million of variable rate debt. Outstanding letters of credit issued under the Credit Facility total approximately $2.1 million.

      The principal uses of our liquidity and capital resources are for operations, acquisitions, developments, redevelopments, including expansion and renovation programs, and debt repayment, as well as dividend payments in accordance with REIT requirements and repurchase of our common shares. We anticipate that the combination of cash on hand, the availability under our Credit Facility, possible equity and debt offerings and the sale of existing properties will satisfy our expected working capital requirements through at least the next 12 months and allow us to achieve continued growth. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

      The following is a summary of our cash flow activities (dollars in thousands):

	Year Ended December 31,
	2005			2004			2003
Cash provided by operating activities	$	44,605		$	46,387		$	26,685
Cash used in investing activities		(85,959	)		(105,563	)		(81,868	)
Cash provided by financing activities		41,238			54,338			65,092

      To maintain our qualification as a REIT under the Code, we are required to distribute to our shareholders at least 90% of our “Real Estate Investment Trust Taxable Income” as defined in the Code. We satisfied the REIT requirement with distributed common and preferred share dividends of $36.1 million in 2005, $32.0 million in 2004 and $24.9 million in 2003.

Financing Activity

      On December 13, 2005, the Company entered into a $250 million unsecured credit facility (the “Credit Facility”) consisting of a $100 million unsecured term loan facility and a $150 million unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100 million at the Company’s request, for a total unsecured revolving credit facility commitment of

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$250 million. The unsecured term loan matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points. The unsecured revolving credit facility matures in December 2008 and bears interest at a rate equal to LIBOR plus 115 to 150 basis points. The Company has the option to extend the maturity date of the unsecured revolving credit facility to December 2010. The proceeds were used to retire borrowings under the Company’s previous unsecured revolving credit facility and secured revolving credit facility, a bridge loan and a construction loan. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

      The new facility replaces the Company’s $160 million secured revolving credit facility and $40 million unsecured revolving credit facility, which were due to expire on December 29, 2005.

      During 2005, the Company repaid $99.3 million in mortgage loans on ten shopping centers with a weighted average interest rate of 8.3%. The loans were repaid through an interim unsecured bridge term loan, which was subsequently reduced by proceeds from new secured long-term financing and our Credit Facility. The Company entered into long term loans for three of the ten shopping centers with total borrowings of $64.3 million. Each of the loans has a ten year maturity, with five years of interest only payments, and has a blended fixed interest rate of approximately 5.2%.

      Under terms of various debt agreements, we may be 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 $20.0 million at December 31, 2005. Based on rates in effect at December 31, 2005, the agreements for notional amounts aggregating $20.0 million provide for fixed rates of 6.3% and expire in December 2008.

      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 December 31, 2005, our variable rate debt accounted for approximately $253.0 million of outstanding debt with a weighted average interest rate of 5.8%. Variable rate debt accounted for approximately 34.9% of our total debt and 19.0% of our total capitalization.

      The properties in which Operating Partnership owns an interest and which are accounted for by the equity method of accounting are subject to non-recourse mortgage indebtedness. At December 31, 2005, our pro rata share of non-recourse mortgage debt on the unconsolidated properties (accounted for by the equity method) was $79.1 million with a weighted average interest rate of 7.1%. Fixed rate debt amounted to $76.1 million, or 96.2%, of our pro rata share.

      The mortgage loans 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.

Investments in Unconsolidated Entities

      In March 2004, we formed Beacon Square Development LLC (“Beacon Square”) and invested $50,000 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450,000 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. In June 2004, Beacon Square obtained a variable rate construction loan from a financial institution, in an amount not to exceed $6.8 million, which loan is due in August 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1.3 million, due August 2007. Beacon Square has an investment

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in real estate assets of approximately $5.0 million and other liabilities of $2.0 million, as of December 31, 2005.

      In June 2004, we formed Ramco Gaines LLC (“Gaines”) and invested $50,000 for a 10% interest in Gaines, and an unrelated party contributed $450,000 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. Prior to September 30, 2004, we had substantial continuing involvement in the property, and accordingly, we consolidated Gaines in our June 30, 2004 financial statements. In September 2004, due to changes in the joint venture agreement and financing arrangements, we did not have substantial continuing involvement and accordingly accounted for the investment on the equity method. This entity is developing a shopping center located in Gaines Township, Michigan. In September 2004, Gaines obtained a variable rate construction loan from a financial institution, in an amount not to exceed approximately $8.0 million, which loan is due in September 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1.5 million, due September 2007. Gaines had an investment in real estate assets of approximately $7.9 million, and other liabilities of $2.3 million, as of December 31, 2005.

      In December 2004, we formed Ramco Lion/ Venture LP (the “Venture”) with affiliates of Clarion Lion Properties Fund (“Clarion”), a private equity real estate fund and advised by ING Clarion Partners. We own 30% of the equity in the Venture and Clarion owns 70%. The Venture plans to acquire up to $450.0 million of stable, well — located community shopping centers located in the Southeast and Midwestern United States. The Company and Clarion have committed to contribute to the Venture up to $54.0 million and $126.0 million, respectively, of equity capital to acquire properties through September 2006. As of December 31, 2005, the Venture had acquired 12 shopping centers with an aggregate purchase price of $378.4 million.

      In March 2005, we formed Ramco Jacksonville, LLC (“Jacksonville”) to develop a shopping center in Jacksonville, Florida. We invested approximately $900,000 for a 20% interest in Jacksonville and an unrelated party contributed capital of approximately $3.7 million for an 80% interest. We also transferred land and certain improvements to the joint venture in the amount of approximately $8.0 million and $1.1 million of cash, respectively, for a note receivable from the joint venture in the aggregate amount of approximately $9.1 million.

      On November 10, 2005, we acquired an additional 90.0% interest in Gaines for (1) $586,000 in cash, (2) the assumption of a variable rate construction loan due in September 2007 in an amount not to exceed approximately $8.0 million, of which $7.8 million was outstanding and (3) a mezzanine fixed rate debt instrument due in September 2007 in the amount of $1.5 million, increasing our ownership interest in this entity to 100%.

Capital Expenditures

      During 2005, we spent approximately $9.9 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 terms of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings, were approximately $28.4 million. Revenue neutral capital expenditures, such as roof and parking lot repairs, which are anticipated to be recovered from tenants, amounted to approximately $2.1 million.

      In 2006, we anticipate spending approximately $31.4 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures.

Real Estate Assets Held for Sale

      As of December 31, 2005, the Company had nine properties classified as real estate assets held for sale on its Consolidated Balance Sheet. The nine properties were reclassified to real estate assets held for sale when it was determined that the assets are in markets which are no longer consistent with the long-term objectives of

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the Company. The properties have an aggregate cost of approximately $75.8 million and are net of accumulated depreciation of approximately $13.8 million as of December 31, 2005. All periods presented reflect the operations of these nine properties as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

      On January 23, 2006, the Company sold seven of these shopping centers for the aggregate sale price of approximately $47.0 million, resulting in a gain of approximately $1.2 million. The shopping centers, which were sold as a portfolio to an unrelated third party, include: Cox Creek Plaza in Florence, Alabama; Crestview Corners in Crestview, Florida; Cumberland Gallery in New Tazewell, Tennessee; Holly Springs Plaza in Franklin, North Carolina; Indian Hills in Calhoun, Georgia; Edgewood Square in North Augusta, South Carolina; and Tellico Plaza in Lenoir City, Tennessee. The proceeds from the sale were used to pay down the Company’s unsecured revolving credit facility. The Company continues to actively market for sale the two remaining unsold properties.

Contractual Obligations

      The following are our contractual cash obligations as of December 31, 2005 (dollars in thousands):

				Payments Due by Period
				Less than		1 - 3		4 - 5		After 5
Contractual Obligations		Total		1 year		years		years		years
Mortgages and notes payable, excluding interest		$	724,831	$	29,784	$	359,303	$	151,697	$	184,047
Employment contracts			345		345		—		—		—
Capital lease			11,522		630		1,890		1,260		7,742
Operating leases			8,102		805		2,547		1,663		3,087
Unconditional construction cost obligations			26,594		26,594		—		—		—
	Total contractual cash obligations	$	771,394	$	58,158	$	363,740	$	154,620	$	194,876

      At December 31, 2005, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Mortgages and notes payable

      See the analysis of our debt included in “Financing Activity” above.

Employment Contracts

      We have employment contracts with various officers. See our definitive proxy statement to be filed with the SEC within 120 days after the year covered by this Annual Report for a discussion of these agreements.

Operating and Capital Leases

      We lease office space for our corporate headquarters and our Florida office under operating leases. We also have an operating and a capital ground lease at our Taylors Square and Gaines Marketplace shopping centers.

Construction Costs

      In connection with the development and expansion of various shopping centers as of December 31, 2005, we have entered into agreements for construction with an aggregate cost of approximately $26.6 million.

Capitalization

      Our capital structure at December 31, 2005 includes property-specific mortgages, an unsecured credit facility consisting of a term loan facility and a revolving credit facility, a bridge term loan, our Series B

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Preferred Shares, our Series C Preferred Shares, our Common Shares and a minority interest in the Operating Partnership. At December 31, 2005, 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 December 31, 2005, the units in the Operating Partnership (“OP Units”) were exchangeable for our Common Shares on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our Common Shares. Assuming the exchange of all OP Units, there would have been 19,776,703 of our Common Shares outstanding at December 31, 2005, with a market value of approximately $527.0 million (based on the closing price of $26.65 per share on December 31, 2005).

      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.

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 National Association of Real Estate Investment Trusts, or NAREIT, definition, FFO represents net income, excluding extraordinary items (as defined under GAAP) and gain (loss) 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 is intended to exclude GAAP historical cost depreciation and amortization of real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions and many companies utilize different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from depreciable property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities and interest costs, which provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. In addition, FFO does not include the cost of capital improvements, including capitalized interest.

      For the reasons described above we believe that FFO provides us and our investors with an important indicator of our operating performance. This measure of performance is used by us for several business purposes and for REITs it provides a recognized measure of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO in a different manner.

      We recognize FFO’s limitations when compared to GAAP’s net income. FFO does not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. We do not use FFO as an indicator of our cash obligations and funding requirements for future commitments, acquisition or development activities. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends. FFO should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO is simply used as an additional indicator of our operating performance.

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      The following table illustrates the calculations of FFO (in thousands, except per share data):

			Years Ended December 31,
			2005			2004			2003
Net income			$	18,493		$	15,120		$	10,478
Add:
	Depreciation and amortization expense			33,335			27,250			23,225
	(Gain) Loss on sale of depreciable property			(637	)		1,115			1,590
	Minority interest in partnership:
		Continuing operations		2,556			1,988			1,108
		Discontinued operations		804			720			905
Less:
		Discontinued operations, gain on sale of property, net of minority interest		—			—			(897	)
Funds from operations				54,551			46,193			36,409
Less:
		Preferred stock dividends		(6,655	)		(4,814	)		(2,375	)
Funds from operations available to common shareholders			$	47,896		$	41,379		$	34,034
Weighted average equivalent shares outstanding, diluted				19,810			19,961			17,072
Funds from operations available for common shareholders, per diluted share			$	2.42		$	2.07		$	1.99

Inflation

      Inflation has been relatively low in recent years and has not had a significant detrimental impact on our results of our operation. Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation. Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur. Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on a percentage of its sales). We believe that any inflationary increases in our expenses should be substantially offset by increased expense reimbursements, contractual rent increases and/or increased receipts from percentage rents. Therefore, we expect the effects of inflation and other changes in prices would not have a material impact on the results of our operations.

Recent Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). This statement supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) is effective for the Company’s fiscal year beginning January 1, 2006. The adoption of SFAS 123(R) is not expected to have a material impact on our consolidated financial statements.

      In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143 (“Fin 47”). Fin 47 clarifies the term conditional asset retirement obligation and requires a liability to be recorded if the fair value of the obligation can be reasonable estimated. The types of asset retirement obligations that are covered by Fin 47 are those for which

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an entity has a legal obligation to perform an asset retirement activity; however, the timing and/or method of settling the obligation are conditional on a future event that may not be within the control of the entity. Fin 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. Fin 47 is effective for fiscal years ending December 31, 2005. The adoption of Fin 47 did not have a material effect on our financial position or results of operations.

      In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS No. 154”). SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and is effective for fiscal years beginning after December 15, 2005. Early adoption is permitted. SFAS No. 154 is not expected to have a material impact on our consolidated financial statements.

      In October 2005, the FASB issued FASB Staff Position 13-1, “Accounting for Rental Costs Incurred during a Construction Period” (“FSP 13-1”). FSP 13-1 requires rental costs associated with ground or building operating leases that are incurred during a construction period be recognized as rental expense. The guidance in FSP 13-1 is applicable for the first reporting period beginning after December 15, 2005. The adoption of FSP 13-1 is not expected to have a material impact on our consolidated financial statements.

      In February 2006, the FASB issued FASB Staff Position No. FAS 123(R)-4, “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event” (FSP FAS 123(R)-4). According to SFAS No. 123(R), options that can be settled in cash upon the occurrence of certain contingent events, including a change of control, must be classified as liabilities. FSP FAS 123(R)-4 amends SFAS No. 123(R) so that liability classification is not required if the occurrence of the contingent event is outside the employees control, until such time that the occurrence of the event is probable. The new rule will allow the Company’s stock options that contain a change in control provision to be classified as equity until such time a change in control is deemed probable. FSP 123(R)-4 is effective upon the Company’s adoption of FAS 123(R).

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

      We have exposure 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 December 31, 2005, a 100 basis point change in interest rates would affect our annual earnings and cash flows by approximately $2.3 million. We believe that a 100 base point change in interest rates would not have a material impact on the fair value of our total outstanding debt.

      Under terms of various debt agreements, we may be 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 $20.0 million at December 31, 2005. Based on rates in effect at December 31, 2005, the agreements for notional amounts aggregating $20.0 million provide for fixed rates of 6.3% and expire in December 2008.

      The following table sets forth information as of December 31, 2005 concerning our long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market value.

																						Fair
	2006			2007			2008			2009			2010			Thereafter			Total			Value
Fixed-rate debt	$	6,704		$	61,709		$	102,688		$	48,053		$	40,171		$	212,452		$	471,777		$	481,248
Average interest rate		6.9	%		7.1	%		5.4	%		7.0	%		6.9	%		5.9	%		6.1	%		5.5	%
Variable-rate debt	$	23,080		$	8,334		$	138,080		$	440		$	83,120		$	—		$	253,054		$	253,054
Average interest rate		5.7	%		6.0	%		5.8	%		6.1	%		5.8	%		5.8	%		5.8	%		5.8	%

      We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. Considerable judgment is required to develop estimated fair values of financial instruments. The

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table incorporates only those exposures that exist at December 31, 2005 and does not consider those exposures or positions which could arise after that date or firm commitments as of such date. Therefore, the information presented therein has limited predictive value. Our actual interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

Item 8. Financial Statements and Supplementary Data.

      The information required by Item 8 is included in the consolidated financial statements on pages F-1 through F-33 of this document.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

      On April 7, 2005, our Audit Committee of the Board of Trustees sent a Request for Proposal for auditing services to Deloitte & Touche LLP (“Deloitte & Touche”), the Company’s independent registered public accounting firm. The Audit Committee also sent the Request for Proposal to several other public accounting firms. Deloitte & Touche declined to participate in the Request for Proposal process, and instead, by a letter to the Company dated April 11, 2005, Deloitte & Touche declined to stand for re-election as the Company’s independent registered public accounting firm. On May 10, 2005, our Audit Committee engaged Grant Thornton LLP to be the Company’s independent registered public accounting firm.

      Deloitte & Touche’s reports on the Company’s financial statements for 2004 and 2003 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that Deloitte & Touche’s report, dated March 25, 2005, on the Company’s December 31, 2004, 2003 and 2002 financial statements included an explanatory paragraph relating to the restatement of the Company’s 2003 and 2002 financial statements.

      During 2004 and 2003 and the interim period from January 1, 2005 to April 11, 2005 (the “Interim Period”), there were no disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports, except that Deloitte & Touche stated in a letter to our Audit Committee, dated March 25, 2005, that Deloitte & Touche had disagreements with the Company’s management relating to the classification of the loss on an interest in an unconsolidated entity as a loss on sale instead of an impairment loss and that Deloitte & Touche disagreed with the recognition of a gain on a transaction in the second quarter of 2004, but that management recorded adjustments to the Company’s financial statements to properly present those two items and the disagreements had been resolved. Our Audit Committee discussed the disagreements with Deloitte & Touche, and the Company has authorized Deloitte & Touche to respond fully to the inquiries of the Company’s successor accountants concerning the subject matter of the disagreements.

      During 2004 and 2004 and the Interim Period, there have been no events of the type required to be reported pursuant to Item 304(a)(1)(v) of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended, except that Deloitte & Touche’s report dated March 25, 2005, regarding management’s assessment of internal controls over financial reporting, expressed an adverse opinion on the effectiveness of the Company’s internal controls over financial reporting because of a material weakness identified in the financial closing process. Management and financial closing and reporting personnel had not evaluated events, subsequent to the balance sheet date, impacting the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America. The material weakness resulted from a deficiency in the operation of internal control and resulted in a material misstatement of employee bonuses. The Company’s consolidated financial statements for the years ended December 31, 2003 and 2002 were restated to correct the material misstatements of previously reported accrued expenses and general and administrative expenses for those periods. The material weakness had been identified and included in management’s assessment of internal controls. The material weakness was considered by Deloitte & Touche in determining the nature, timing, and extent of audit tests applied in its audit of the Company’s consolidated financial statements and financial statement schedule as of and for the

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year ended December 31, 2004, and the report did not affect Deloitte & Touche’s report on such financial statements and financial statement schedule. Our Audit Committee discussed the material weakness with Deloitte & Touche, and the Company had authorized Deloitte & Touche to respond fully to the inquiries of the Company’s successor accountants concerning the subject matter of the material weakness.

      Deloitte & Touche furnish the Company with a letter addressed to the SEC stating that it agreed with the foregoing summary. A copy of the letter, dated April 26, 2005, provided by Deloitte & Touche in response to such request is included as an exhibit to Amendment No. 1 to the Current Report on Form 8-K dated April 26, 2005.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

      Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures to ensure that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our management, including our principal executive and financial officers, has concluded that such disclosure controls and procedures were effective, as of December 31, 2005 (the end of the period covered by this Annual Report on Form 10-K).

Management’s Report on Internal Control Over Financial Reporting

      Management is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended.

      Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

      Internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Additionally, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      Management of Ramco-Gershenson Properties Trust conducted an assessment of the Company’s internal controls over financial reporting as of December 31, 2005 using the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2005.

      The Company’s independent registered public accounting firm, Grant Thornton LLP, has issued an attestation report on our assessment of the Company’s internal control over financial reporting. Their report appears below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

Ramco-Gershenson Properties Trust

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting, that Ramco-Gershenson Properties Trust and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that Ramco-Gershenson Properties Trust maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Ramco-Gershenson Properties Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2005, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the year then ended and our report dated March 6, 2006 expressed an unqualified opinion on those financial statements.

/s/ Grant Thornton LLP

Southfield, Michigan

March 6, 2006

Changes in Internal Control over Financial Reporting

      There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

      Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions.

Item 14. Principal Accountant Fees and Services.

      Information required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated herein by reference from our definitive proxy statement for our annual meeting of shareholders to be held on June 14, 2006. The proxy statement will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report on Form 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

      (1) Consolidated financial statements. See “Item 8 — Financial Statements and Supplementary Data.”

      (2) Financial statement schedule. See “Item 8 — Financial Statements and Supplementary Data.”

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      (3) Exhibits

3	.1	Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
3	.2	Articles Supplementary Classifying 1,150,000 Preferred Shares of Beneficial Interest as 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company, dated November 8, 2002, incorporated by reference to Exhibit 4.1 to the Current Report of the Company on Form 8-K dated November 5, 2002.
3	.3	Articles Supplementary of the Registrant Classifying 2,018,250 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest, dated May 31, 2004, incorporated by reference to Exhibit 2.3 to the Current Report of the Company on Form 8-K dated June 1, 2004.
3	.4	By-Laws of the Company adopted October 2, 1997, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.1	1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10	.2	Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.**
10	.3	Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.**
10	.4	Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.5	Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.6	Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997
10	.7	Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000 made by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.8	Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a $15,225,000 loan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.9	Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.10	Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.

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10	.11	Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson, incorporated by reference to Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.**
10	.12	Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward, incorporated by reference to Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.**
10	.13	Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan, incorporated by reference to Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.14	Promissory Note, dated April 23, 2001, in the principal amount of $10,340,000 made by Ramco Madison Center LLC in favor of LaSalle Bank National Association, incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.15	Limited Liability Company Agreement of Ramco/West Acres LLC., incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001.
10	.16	Assignment and Assumption Agreement dated September 28, 2001 among Flint Retail, LLC and Ramco/ West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001.
10	.17	Limited Liability Company Agreement of Ramco/Shenandoah LLC., Incorporated by reference to Exhibit 10.41 to the Company’s on Form 10-K for the year ended December 31, 2001.
10	.18	Mortgage and Security Agreement, dated April 17, 2002 in the Principle amount of $13,000,000 between Ramco-Gershenson Properties, L.P. and Nationwide Life Insurance Company, incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10	.19	Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC., incorporated by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10	.20	Mortgage, Assignment of Leases and Rent, Security Agreement and Fixture Filing by Ramco/Crossroads at Royal Palm, LLC, as Mortgagor for the benefit of Solomon Brothers Realty Corp., as Mortgagee, for a $12,300,000 note, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.21	Fixed rate note dated July 12, 2002 made by Ramco/Crossroads at Royal Palm, LLC, as Maker, and Solomon Brothers Realty Corp., as payee in the amount of $12,300,000, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.22	Assumption and Modification Agreement dated May 6, 2003, in the amount of $4,161,352.92, between Ramco-Gershenson Properties, L.P. the mortgagor and Jackson National Life Insurance Company, mortgagee, incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.
10	.23	First Amendment to Loan Agreement, dated May 6, 2003, among Ramco-Gershenson Properties, L.P. and Jackson National Life Insurance Company relating to a $4,161,352.92 loan, incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.
10	.24	Ramco-Gershenson Properties Trust 2003 Long-Term Incentive Plan, incorporated by reference to Appendix B of the Company’s 2003 Proxy Statement filed on April 28, 2003.**
10	.25	Ramco-Gershenson Properties Trust 2003 Non-Employee Trustee Stock Option Plan, incorporated by reference to Appendix C of the Company’s 2003 Proxy Statement filed on April 28, 2003.**
10	.26	Fixed rate note dated June 30, 2003, between East Town Plaza, LLC and Citigroup Global Markets Realty Corp. in the amount of $12,100,000, incorporated by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.

40

10	.27	Mortgage dated July 29, 2004 between Ramco Lantana LLC and KeyBank National Association relating to a $11,000,000 loan, incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.28	Consent and Assumption Agreement dated August 19, 2003, in the amount of $15,731,557, between Lakeshore Marketplace, LLC, and the seller, Ramco-Gershenson Properties, L.P. the guarantor and Wells Fargo Bank Minnesota, N.A., Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.29	Loan Assumption Agreement dated December 18, 2003 in the amount of $8,880,865, between Hoover Eleven Center Company, the original borrower, Hoover Eleven Center Acquisition LLC and Hoover Eleven Center Investment LLC, new borrowers, Ramco-Gershenson Properties, L.P., sole member of new borrowers and Canada Life Insurance Company of America, the lender, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.30	Loan Assumption Agreement dated December 18, 2003 in the amount of $3,500,000, between Hoover Annex Associates Limited Partnership, the original borrower, Hoover Annex Acquisition LLC and Hoover Annex Investment LLC, new borrowers, Ramco-Gershenson Properties, L.P., sole member of new borrowers and Canada Life Insurance Company of America, the lender, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.31	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated October 1, 2003, in the amount of $25,000,000, between Chester Springs SC, LLC the mortgagor, and for the benefit of Citigroup Global Markets Realty Corp., the mortgagee, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.32	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, incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.
10	.33	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, incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.
10	.34	First Amendment to Employment Agreement, dated April 24, 2003 between Ramco-Gershenson Properties Trust and Bruce Gershenson, incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.**
10	.35	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC, as Mortgagor and Citigroup Global Markets Realty Corp as Mortgagee in the amount of $26,960,000, incorporated by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.36	Fixed rate note dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Maker and Citigroup Global Markets Realty Corp as payee in the amount of $26,960,000, incorporated by reference to Exhibit 10.65 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.37	Mortgage dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Mortgagor and Citigroup Global Markets Realty Corp as Mortgagee in the amount of $7,740,000, incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.38	Fixed rate note dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Maker and Citigroup Global Markets Realty Corp as payee in the amount of $7,740,000, incorporated by reference to Exhibit 10.67 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.

41

10	.39	Contract of Sale and Purchase dated June 29, 2004 between Ramco Development LLC and NWC Glades 441, Inc., Diversified Invest II, LLC and Diversified Invest III, LLC in the amount of $126,000,000 to purchase Mission Bay Plaza and Plaza at Delray shopping centers, incorporated by reference to Exhibit 10.68 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.
10	.40	Assumption of Liability and Modification Agreement dated August 12, 2004 in the amount of $7,000,000, between Centre at Woodstock, LLC (“Borrower”), Ramco Woodstock LLC (“Purchaser”) and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”), incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.
10	.41	Substitution of Guarantor, dated August 12, 2004 by Ramco-Gershenson Properties, L.P., James C. Wallace, Jr., and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”), incorporated by reference to Exhibit 10.70 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.
10	.42	Consent to Transfer of Property and Assumption of Amended and Restated Secured Promissory Note, Amended and Restated Deed to Secure Debt and Security Agreement, dated August 13, 2004, in the original amount of $14,216,000, by LaSalle Bank National Association, Trustee for Morgan Stanley Dean Witter Capital I Inc.; Commercial Mortgage Pass Through Certificates, Series 2001-TOP1, Lender; The Promenade at Pleasant Hill, L.P. as current Borrower; Ramco Promenade LLC, proposed Borrower, James C. Wallace, Current Guarantor and Ramco-Gershenson Properties L.P., the Proposed Guarantor, incorporated by reference Exhibit 10.59 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.43	Reaffirmation and Consent to Transfer and Substitution of Indemnitor Agreement, dated September 7, 2004, in the original amount of $40,500,000, by Ramco-Gershenson Properties, L.P. as purchased and substitute indemnitor, Boca Mission, LLC, the original borrower, Investcorp Properties Limited, the original indemnitor, Diversified Invest II, LLC, the seller, NWC Glades 441, Inc. original principal, Ramco Boca SPC, Inc, the substitute principal, and LaSalle Bank National Association, the lender, incorporated by reference Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.44	Reaffirmation and Consent to Transfer and Substitution of Indemnitor Agreement, dated September 7, 2004, in the original amount of $43,250,000, by Ramco-Gershenson Properties, L.P. as purchaser and substitute indemnitor, Linton Delray, LLC, the borrower, Investcorp Properties Limited, the original indemnitor, Diversified Invest III, LLC, the seller, Delray Rental, Inc., original principal, Ramco Delray SPC, Inc, the substitute principal, and LaSalle Bank National Association, the lender, incorporated by reference Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.45	Amended and Restated Limited Partnership Agreement of Ramco/ Lion Venture LP, dated as of December 29, 2004, by Ramco-Gershenson Properties, L.P., as a limited partner, Ramco Lion LLC, as a general partner, CLPF-Ramco, L.P. as a limited partner, and CLPF-Ramco GP, LLC as a general partner, incorporated by reference Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.46	Summary of Trustee Compensation Structure, incorporated by reference Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.47	Form of Nonstatutory Stock Option Agreement, incorporated by reference Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10	.48	Second Amended and Restated Limited Liability Company Agreement of Ramco Jacksonville LLC, dated March 1, 2005, by Ramco-Gershenson Properties , L.P. and SGC Equities LLC., incorporated by reference Exhibit 10.65 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2005.

42

10	.49	Letter of Agreement, dated June 1, 2005, between Ramco-Gershenson Properties Trust and Richard Gershenson, incorporated by reference Exhibit 10.66 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2005.
10	.50	Unsecured Master Loan Agreement, dated December 13, 2005 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National Association, as Bank, The Other Banks Which are a Party or may become Parties to this Agreement, KeyBank National Association, as Agent, KeyBank Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents, and Deutsche Bank Trust Company Americas, as Documentation Agent, incorporated by reference to Exhibit 10-1 to Registrant’s Form 8-K dated December 13, 2005.
10	.51	Unconditional Guaranty of Payment and Performance, dated December 13, 2005, between Ramco-Gershenson Properties Trust, the Guarantor and KeyBank National Association, and certain other lenders, as Banks, incorporated by reference to Exhibit 10-2 to Registrant’s Form 8-K dated December 13, 2005.
10	.52*	Unsecured Term Loan Agreement, dated December 21, 2005 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National Association, as a Bank, The Other Banks Which are a Party or may become Parties to this Agreement, KeyBank National Association, as Agent, KeyBank Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents.
10	.53*	Unconditional Guaranty of Payment and Performance, dated December 21, 2005, between Ramco-Gershenson Properties Trust, the Guarantor and KeyBank National Association, and certain other lenders, as Banks.
12	.1*	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
14	.1	Ramco-Gershenson Properties Trust Code of Business Conduct and Ethics.
21	.1*	Subsidiaries
23	.1*	Consent of Grant Thornton LLP.
23	.2*	Consent of Deloitte & Touche LLP.
31	.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31	.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2*	Certification of Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith
**	Management contract or compensatory plan or arrangement

43

SIGNATURES

      Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ramco-Gershenson Properties Trust
Dated: February 28, 2006	By: /s/ Joel D. Gershenson Joel D. Gershenson, Chairman

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of registrant and in the capacities and on the dates indicated.

Dated: February 28, 2006	By: /s/ Joel D. Gershenson Joel D. Gershenson, Trustee and Chairman
Dated: February 28, 2006	By: /s/ Dennis E. Gershenson Dennis E. Gershenson, Trustee and President (Principal Executive Officer)
Dated: February 28, 2006	By: /s/ Stephen R. Blank Stephen R. Blank, Trustee
Dated: February 28, 2006	By: /s/ Arthur H. Goldberg Arthur H. Goldberg, Trustee
Dated: February 28, 2006	By: /s/ Robert A. Meister Robert A. Meister, Trustee
Dated: February 28, 2006	By: /s/ Joel M. Pashcow Joel M. Pashcow, Trustee
Dated: February 28, 2006	By: /s/ Mark K. Rosenfeld Mark K. Rosenfeld, Trustee
Dated: February 28, 2006	By: /s/ Richard J. Smith Richard J. Smith, Chief Financial Officer (Principal Financial and Accounting Officer)

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

Ramco-Gershenson Properties Trust

      We have audited the accompanying consolidated balance sheet of Ramco-Gershenson Properties Trust and subsidiaries (the “Company”) as of December 31, 2005, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the year then ended (not presented separately herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

      Our audit was conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedules included at Item 15 are presented for purposes of additional analysis and are not a required part of the basic consolidated financial statements. The information included in these schedules for the year ended December 31, 2005 has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Grant Thornton LLP

Southfield, Michigan

March 6, 2006

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

Ramco-Gershenson Properties Trust

Farmington Hills, Michigan

      We have audited the consolidated balance sheet of Ramco-Gershenson Properties Trust and subsidiaries (the “Company”) as of December 31, 2004, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the two years then ended. Our audits also included the 2003 and 2004 information included in the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2004, and the results of their operations and their cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the 2003 and 2004 information included in such financial statement schedule, when considered in relation to the basic 2003 and 2004 consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Detroit, Michigan

March 25, 2005 (March 6, 2006 as to the effects of the

discontinued operations described in Note 3)

F-2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

				December 31,
				2005			2004
				(In thousands, except
				per share amounts)
ASSETS
Investment in real estate, net				$	922,103		$	951,176
Real estate assets held for sale					61,995			—
Cash and cash equivalents					14,929			15,045
Accounts receivable, net					32,341			26,845
Equity investments in unconsolidated entities					53,398			9,182
Other assets, net					40,509			41,530
		Total Assets		$	1,125,275		$	1,043,778
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable				$	724,831		$	633,435
Accounts payable and accrued expenses					31,353			30,003
Distributions payable					10,316			9,963
Capital lease obligation					7,942			—
		Total Liabilities			774,442			673,401
Minority Interest					38,423			40,364
SHAREHOLDERS’ EQUITY
	Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized:
		9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 issued and outstanding, liquidation value of $25,000			23,804			23,804
		7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and outstanding, liquidation value of $53,837			51,741			51,741
	Common Shares of Beneficial Interest, par value $.01, 45,000 shares authorized; 16,847 and 16,829 issued and outstanding, as of December 31, 2005 and 2004, respectively				168			168
	Additional paid-in capital				343,011			342,719
	Accumulated other comprehensive income (loss)				(44	)		220
	Cumulative distributions in excess of net income				(106,270	)		(88,639	)
Total Shareholders’ Equity					312,410			330,013
			Total Liabilities and Shareholders’ Equity	$	1,125,275		$	1,043,778

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

				Year Ended December 31,
				2005			2004			2003
				(In thousands, except
				per share amounts)
REVENUES
	Minimum rents			$	92,841		$	84,719		$	66,015
	Percentage rents				733			810			978
	Recoveries from tenants				38,548			33,116			27,804
	Fees and management income				5,478			2,506			1,455
	Other income				4,023			1,590			2,337
			Total revenues		141,623			122,741			98,589
EXPENSES
	Real estate taxes				17,785			16,107			13,725
	Recoverable operating expenses				21,600			18,928			16,055
	Depreciation and amortization				30,134			25,312			20,851
	Other operating				3,202			1,575			3,990
	General and administrative				13,509			11,145			8,792
	Interest expense				42,421			34,525			29,432
			Total expenses		128,651			107,592			92,845
Operating income					12,972			15,149			5,744
Impairment of investment in unconsolidated entity					—			(4,775	)		—
Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities					12,972			10,374			5,744
Gain on sale of real estate assets					1,136			2,408			263
Minority interest					(2,568	)		(1,988	)		(1,108	)
Earnings from unconsolidated entities					2,400			180			252
Income from continuing operations					13,940			10,974			5,151
Discontinued operations, net of minority interest:
	Gain on sale of property				—			—			897
	Income from operations				4,553			4,146			4,430
Income from discontinued operations					4,553			4,146			5,327
Net income					18,493			15,120			10,478
Preferred stock dividends					(6,655	)		(4,814	)		(2,375	)
Net income available to common shareholders				$	11,838		$	10,306		$	8,103
Basic earnings per share:
	Income from continuing operations			$	0.43		$	0.37		$	0.20
	Income from discontinued operations				0.27			0.24			0.38
	Net income			$	0.70		$	0.61		$	0.58
Diluted earnings per share:
	Income from continuing operations			$	0.43		$	0.36		$	0.20
	Income from discontinued operations				0.27			0.24			0.37
	Net income			$	0.70		$	0.60		$	0.57
Basic weighted average shares outstanding					16,837			16,816			13,955
Diluted weighted average shares outstanding					16,880			17,031			14,141
COMPREHENSIVE INCOME
	Net income			$	18,493		$	15,120		$	10,478
	Other comprehensive income:
		Unrealized gains (losses) on interest rate swaps			(264	)		1,318			1,832
Comprehensive income				$	18,229		$	16,438		$	12,310

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands, except share amounts)

								Accumulated			Cumulative
				Common		Additional		Other			Distributions			Total
		Preferred		Stock Par		Paid-In		Comprehensive			in Excess of			Shareholders’
		Stock		Value		Capital		Income(Loss)			Net Income			Equity
Balance, December 31, 2002			23,804		122		233,648		(2,930	)		(54,402	)		200,242
	Cash distributions declared											(24,382	)		(24,382	)
	Preferred shares dividends declared											(2,376	)		(2,376	)
	Deficiency dividend declared — See Note 20											(2,200	)		(2,200	)
	Reimbursement of deficiency dividend											2,200			2,200
	Conversion of Operating Partnership Units to common shares						28								28
	Issuance of common stock				45		107,160								107,205
	Stock options exercised						1,291								1,291
	Net income and comprehensive income (as restated)								1,832			10,478			12,310
Balance, December 31, 2003			23,804		167		342,127		(1,098	)		(70,682	)		294,318
	Cash distributions declared											(28,263	)		(28,263	)
	Preferred shares dividends declared											(4,814	)		(4,814	)
	Stock options exercised				1		592								593
	Issuance of Series C Preferred Shares		51,741												51,741
	Net income and comprehensive income								1,318			15,120			16,438
Balance, December 31, 2004			75,545		168		342,719		220			(88,639	)		330,013
	Cash distributions declared											(29,469	)		(29,469	)
	Preferred shares dividends declared											(6,655	)		(6,655	)
	Stock options exercised						292								292
	Net income and comprehensive income								(264	)		18,493			18,229
Balance, December 31, 2005		$	75,545	$	168	$	343,011	$	(44	)	$	(106,270	)	$	312,410

See notes to consolidated financial statements.

F-5

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Year Ended December 31,
				2005			2004			2003
				(In thousands)
Cash Flows from Operating Activities:
	Net income			$	18,493		$	15,120		$	10,478
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			30,134			25,312			20,919
		Amortization of deferred financing costs			2,286			1,291			991
		Write-off of straight line rent receivable			—			—			2,982
		Gain on sale of real estate assets			(1,136	)		(2,408	)		(263	)
		Write-off of development costs			926			—			—
		Earnings from unconsolidated entities			(2,400	)		(180	)		(252	)
		Discontinued operations			(4,553	)		(4,146	)		(5,327	)
		Impairment of investment in unconsolidated entity			—			4,775			—
		Minority interest			2,568			1,988			1,108
		Distributions received from unconsolidated entities			1,964			468			656
		Lease incentive received			—			713			—
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable		(5,062	)		(177	)		(9,591	)
			Other assets		(4,266	)		(4,972	)		(7,277	)
			Accounts payable and accrued expenses		(1,153	)		1,558			4,767
Net Cash Provided by Continuing Operating Activities					37,801			39,342			19,191
Operating Cash from Discontinued Operations					6,804			7,045			7,494
Net Cash Provided by Operating Activities					44,605			46,387			26,685
Cash Flows from Investing Activities:
	Real estate developed or acquired, net of liabilities assumed				(59,468	)		(119,084	)		(96,194	)
	Investment in unconsolidated entities				(44,311	)		(6,547	)		—
	Proceeds from sales of real estate assets				9,441			20,068			11,058
	Increase in note receivable from joint venture				(1,072	)		—			—
	Payments on note receivable from joint venture				9,451			—			—
Net Cash Used in Continuing Investing Activities					(85,959	)		(105,563	)		(85,136	)
Investing Cash from Discontinued Operations					—			—			3,268
Net Cash Used in Investing Activities					(85,959	)		(105,563	)		(81,868	)
Cash Flows from Financing Activities:
	Cash distributions to shareholders				(29,167	)		(28,249	)		(22,478	)
	Cash distributions to operating partnership unit holders				(5,075	)		(4,920	)		(4,922	)
	Cash dividends paid on preferred shares				(6,655	)		(3,744	)		(2,376	)
	Repayment of credit facilities				(40,950	)		(46,050	)		(72,846	)
	Principal repayments on mortgages payable				(290,277	)		(50,792	)		(46,243	)
	Payment of deferred financing costs				(1,526	)		(3,175	)		(991	)
	Distributions to minority partners				(175	)		(66	)		—
	Net proceeds from issuance of common shares				—			—			107,205
	Net proceeds from issuance of preferred shares				—			51,741			—
	Proceeds from mortgages payable				191,871			34,700			48,100
	Borrowings on credit facilities				222,900			104,300			56,846
	Borrowings on construction loan				—			—			1,506
	Proceeds from exercise of stock options				292			593			1,291
Net Cash Provided by Financing Activities					41,238			54,338			65,092
Net (Decrease) Increase in Cash and Cash Equivalents					(116	)		(4,838	)		9,909
Cash and Cash Equivalents, Beginning of Period					15,045			19,883			9,974
Cash and Cash Equivalents, End of Period				$	14,929		$	15,045		$	19,883
Supplemental Cash Flow Disclosure, including Non-Cash Activities:
	Cash paid for interest during the period			$	40,453		$	33,742		$	29,206
	Capitalized interest				267			692			575
	Assumed debt of acquired property and joint venture interests				—			136,919			43,747
	Assets contributed to joint venture entity				7,994
	Deficiency dividend declared				—			—			2,196
	(Decrease) Increase in fair value of interest rate swaps				(264	)		1,318			1,832

See notes to consolidated financial statements.

F-6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2005, 2004 and 2003

(Dollars in thousands)

1.  Organization and Summary of Significant Accounting Policies

      Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2005, we had a portfolio of 84 shopping centers, with approximately 18,600,000 square feet of gross leasable area, located in the midwestern, southeastern and mid-Atlantic regions of the United States. Our centers are usually anchored by discount department stores or supermarkets and the tenant base consists primarily of national and regional retail chains and local retailers. Our credit risk, therefore, is concentrated in the retail industry.

      The economic performance and value of our real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for our tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy.

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (85.2% owned by us at December 31, 2005 and 2004), and all wholly owned subsidiaries, including bankruptcy remote single purpose entities and all majority owned joint ventures over which we have control. Investments in real estate joint ventures for which we have the ability to exercise significant influence over, but we do not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures is included in consolidated net income. All intercompany accounts and transactions have been eliminated in consolidation.

      Through the Operating Partnership we own 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), and therefore it is included in the consolidated financial statements. Ramco has elected to be a taxable REIT subsidiary for federal income tax purposes. Ramco provides property management services to us and other entities. See Note 19 for management fees earned from related parties.

Use of Estimates

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

      Listed below are certain significant estimates and assumptions used in the preparation of our financial statements.

      Allowance for Doubtful Accounts — We provide for bad debt expense based upon the reserve method of accounting. We monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, and 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

F-7

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 $2,017 and $1,143 as of December 31, 2005 and 2004, respectively.

	2005			2004			2003
Allowance for doubtful accounts:
Balance at beginning of year	$	1,143		$	873		$	1,573
Charged to Expense		1,315			410			3,031
Write offs		(441	)		(140	)		(3,731	)
Balance at end of year	$	2,017		$	1,143		$	873

      During the second quarter of 2003, Kmart Corporation assigned its lease at our Tel-Twelve shopping center to Meijer, Inc. The assignment of this lease was accounted for as a lease termination and we wrote off the straight-line rent receivable of $2,982. The provision for doubtful accounts is included in other operating expenses.

      Accounting for the Impairment of Long-Lived Assets and Equity Investments — We periodically review whether events and circumstances subsequent to the acquisition or development of long-term assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. For investments accounted for on the equity method, we consider whether declines in the fair value of the investment below its carrying amount are other than temporary. If we identify impairment, we report a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

      In determining the estimated useful lives of intangibles assets with finite lives, we consider the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as our commitment to support these assets through continued investment.

      During 2004, we recognized an impairment loss of $4,775 related to our 10% investment in PLC Novi West Development. This investment was accounted for on the equity method of accounting. There were no impairment charges for the years ended December 31, 2005 or 2003. See Note 14.

Revenue Recognition

      Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standards (“SFAS”) No. 13. Certain of the leases also provide for additional revenue based on contingent percentage income, which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenue from fees and management income are recognized in the period in which the earnings process is complete. Lease termination fees are recognized when a lease termination agreement is executed by the parties.

      Straight line rental income was greater than the current amount required to be paid by our tenants by $1,328, 1,914 and $1,645 for the years ended December 31, 2005, 2004 and 2003, respectively.

      Revenues from our largest tenant, Wal-Mart, amounted to 3.8%, 5.1% and 6.7% of our annualized base rent for the years ended December 31, 2005, 2004 and 2003, respectively.

F-8

      Gain on sale of properties and other real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the assets.

Cash and Cash Equivalents

      We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2005, $7,235 has been restricted by the Company for capital and maintenance expenditures.

Income Tax Status

      We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income to our shareholders. As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes. Thus, no provision for federal income taxes has been included in the accompanying financial statements.

Real Estate

      We record real estate assets at cost less accumulated depreciation. Direct costs incurred for the acquisition, development and construction of properties are capitalized. For redevelopment of an existing operating property, the undepreciated net book value plus the direct costs for the construction incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete.

      Depreciation is computed using the straight-line method and estimated useful lives for buildings and improvements of 40 years and equipment and fixtures of 5 to 10 years. Expenditures for improvements are capitalized and amortized over the remaining life of the initial terms of each lease. Occasionally, we provide allowances for costs incurred by new tenants for the improvements to the leased property. We record this cost as part of buildings and improvements and depreciate it over the term of the lease. We commence depreciation of the asset once the lessee has completed the agreed-upon improvements and the premise is ready to open. Expenditures for normal, recurring, or periodic maintenance and planned major maintenance activities are charged to expense when incurred. Renovations which improve or extend the life of the asset are capitalized.

Real Estate Assets Held for Sale

      The Company classifies real estate assets as held for sale only after the Company has received approval by its Board of Trustees, has commenced an active program to sell the assets, and in the opinion of the Company’s management it is probable the asset will be sold within the next 12 months.

Other Assets

      Other assets consist primarily of prepaid expenses, development and acquisition costs, and financing and leasing costs which are amortized using the straight-line method over the terms of the respective agreements. Should a tenant terminate its lease, the unamortized portion of the leasing costs is charged to expense. Unamortized financing costs are expensed when the related agreements are terminated before their scheduled maturity dates. Proposed development and acquisition costs are deferred and transferred to construction in progress when development commences or expensed if development is not considered probable.

Purchase Accounting for Acquisitions of Real Estate and Other Assets

      Acquired real estate assets have been accounted for using the purchase method of accounting and accordingly, the results of operations are included in the Consolidated Statements of Income and Comprehensive Income from

F-9

the respective dates of acquisition. We allocated the purchase price to (i) land and buildings based on management’s internally prepared estimates and (ii) identifiable intangible assets or liabilities generally consisting of above-market and below-market leases and in-place leases, which are included in other assets or other liabilities in the Consolidated Balance Sheets. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques, including management’s analysis of comparable properties in the existing portfolio, to allocate the purchase price to acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates for similar debt instruments is recorded at its fair value based on estimated market interest rates at the date of acquisition.

      The estimated fair value of above-market and below-market in-place leases for acquired properties is recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.

      The aggregate fair value of other intangible assets (consisting of in-place, at market leases) is estimated based on internally developed methods to determine the respective property values. Factors considered by management in their analysis include an estimate of costs to execute similar leases and operating costs saved.

      The fair value of above-market in-place leases and the fair value of other intangible assets acquired are recorded as identified intangible assets, included in other assets, and are amortized as reductions of rental revenue over the initial term of the respective leases. The fair value of below-market in-place leases are recorded as deferred credits and are amortized as additions to rental income over the initial terms of the respective leases. Should a tenant terminate its lease, the unamortized portion of the in-place lease value would be written-off.

Investments in Unconsolidated Entities

      The Company accounts for its investments in unconsolidated entities using the equity method of accounting, as the Company exercises significant influence over, but does not control, and is not the primary beneficiary of these entities. In assessing whether or not the Company is the primary beneficiary, we apply the criteria of FIN 46R. These investments are initially recorded at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions.

Derivative Financial Instruments

      The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value. Changes in fair value of derivative financial instruments that qualify for hedge accounting are recorded in stockholders’ equity as a component of accumulated other comprehensive income.

      In managing interest rate exposure on certain floating rate debt, we at times enter into interest rate protection agreements. We do not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued monthly, and recognized currently in the Consolidated Statements of Income and Comprehensive Income. 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.

Stock-Based Compensation

      We have two stock-based compensation plans, which are described more fully in Note 16. We account for these plans under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plans had an exercise price equal to the market value of the underlying common shares on the date of grant, except for amounts received by certain executives for dividend equivalent payments under our stock option gain

F-10

deferral plan. The following table illustrates the effect on net income and earnings per share as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.

		Years Ended December 31,
		2005			2004			2003
Net Income, as reported		$	18,493		$	15,120		$	10,478
Less total stock-based employee compensation expense determined under fair value method for all awards			(86	)		(54	)		(21	)
Pro forma net income		$	18,407		$	15,066		$	10,457
Earnings per share:
	Basic — as reported	$	0.70		$	0.61		$	0.58
	Basic — pro forma	$	0.70		$	0.61		$	0.58
	Diluted — as reported	$	0.70		$	0.60		$	0.57
	Diluted — pro forma	$	0.70		$	0.60		$	0.57

      The following are the assumptions used to compute the amounts above:

	2005			2004			2003
Risk-free interest rate		4.1	%		3.2	%		2.3	%
Dividend yield		6.8	%		6.8	%		7.1	%
Volatility		20.6	%		20.6	%		22.0	%
Weighted average expected life		5.0			5.0			5.0

Reclassifications

      Certain reclassifications of 2004 and 2003 amounts have been made in order to conform to 2005 presentation.

2.  Recent Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). This statement supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) is effective for the Company’s fiscal year beginning January 1, 2006. The adoption of SFAS 123(R) is not expected to have a material impact on our consolidated financial statements.

      In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143 (“Fin 47”). Fin 47 clarifies the term conditional asset retirement obligation and requires a liability to be recorded if the fair value of the obligation can be reasonable estimated. The types of asset retirement obligations that are covered by Fin 47 are those for which an entity has a legal obligation to perform an asset retirement activity; however, the timing and/or method of settling the obligation are conditional on a future event that may not be within the control of the entity. Fin 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. Fin 47 is effective for fiscal years ending December 31, 2005. The adoption of Fin 47 did not have a material effect on our financial position or results of operations.

F-11

      In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS No. 154”). SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and is effective for fiscal years beginning after December 15, 2005. Early adoption is permitted. SFAS No. 154 is not expected to have a material impact on our consolidated financial statements.

      In October 2005, the FASB issued FASB Staff Position 13-1, “Accounting for Rental Costs Incurred during a Construction Period” (“FSP 13-1”). FSP 13-1 requires rental costs associated with ground or building operating leases that are incurred during a construction period be recognized as rental expense. The guidance in FSP 13-1 is applicable for the first reporting period beginning after December 15, 2005. The adoption of FSP 13-1 is not expected to have a material impact on our consolidated financial statements.

      In February 2006, the FASB issued FASB Staff Position No. FAS 123(R)-4, “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event” (FSP FAS 123(R)-4). According to SFAS No. 123(R), options that can be settled in cash upon the occurrence of certain contingent events, including a change of control, must be classified as liabilities. FSP FAS 123(R)-4 amends SFAS No. 123(R) so that liability classification is not required if the occurrence of the contingent event is outside the employees control, until such time that the occurrence of the event is probable. The new rule will allow the Company’s stock options that contain a change in control provision to be classified as equity until such time a change in control is deemed probable. FSP 123(R)-4 is effective upon the Company’s adoption of FAS 123(R).

3.  Real Estate Assets Held for Sale

      As of December 31, 2005, nine properties were classified as Real Estate Assets Held for Sale when it was determined that the assets are in markets which are no longer consistent with the long-term objectives of the Company and a formal plan to sell the properties was initiated. These properties are located in eight states and have an aggregate GLA of approximately 1.3 million square feet The properties have an aggregate cost of $75,794 and are net of accumulated depreciation of $13,799 as of December 31, 2005. All periods presented reflect the operations of these nine properties as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Total revenue for the nine properties was $8,970, $9,154 and $9,468 for the year ended December 31, 2005, 2004 and 2003, respectively.

      On January 23, 2006, the Company sold seven shopping centers for the aggregate sale price of $47,000, resulting in a gain of approximately $1,200. The shopping centers, which were sold as a portfolio to an unrelated third party, include: Cox Creek Plaza in Florence, Alabama; Crestview Corners in Crestview, Florida; Cumberland Gallery in New Tazewell, Tennessee; Holly Springs Plaza in Franklin, North Carolina; Indian Hills in Calhoun, Georgia; Edgewood Square in North Augusta, South Carolina; and Tellico Plaza in Lenoir City, Tennessee. The proceeds from the sale were used to pay down the Company’s unsecured revolving credit facility. The Company continues to actively market for sale the two remaining unsold properties.

4.  Accounts Receivable — Net

      Accounts receivable at December 31, 2005 and 2004 includes $4,129 due from Atlantic Realty Trust (“Atlantic”) for reimbursement of 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 we entered into with Atlantic (“Tax Agreement”), Atlantic assumed all of our liability for tax and interest arising out of that IRS examination. See Note 20.

      Accounts receivable includes $13,098 and $11,708 of unbilled straight-line rent receivables at December 31, 2005 and December 31, 2004, respectively.

F-12

5.  Investment in Real Estate

      Investment in real estate at December 31, consists of the following:

	2005			2004
Land	$	136,843		$	141,736
Buildings and improvements		887,251			908,304
Construction in progress		23,210			16,215
		1,047,304			1,066,255
Less: accumulated depreciation		(125,201	)		(115,079	)
Investment in real estate — net	$	922,103		$	951,176

6.  Property Acquisitions and Dispositions

Acquisitions:

      We acquired one property during 2005 at an aggregate cost of $22,400 and eight properties during 2004 at an aggregate cost of $248,400, including the assumption of approximately $126,500 of mortgage indebtedness. We allocated the purchase price of acquired property between land, building and other identifiable intangible assets and liabilities, such as amounts related to in-place leases and acquired below-market leases. See Note 7 for a discussion of acquisitions made by our unconsolidated entities.

      At December 31, 2005, $5,263 of intangible assets related to acquisitions made in 2005 and 2004 are included in Other Assets in the Consolidated Balance Sheets. Of this amount, approximately $3,556 was attributable to in-place leases, principally lease origination costs, such as legal fees and leasing commissions, and $1,707 was attributable to above-market leases. Included in accrued expenses are intangible liabilities related to below-market leases of $1,381 and an adjustment to increase debt to fair market value in the amount of $2,384. The lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases which resulted in additional expense of approximately $435 and an increase in revenue of $39 for the twelve months ended December 31, 2005. The fair market value adjustment of debt decreased interest expense by $274 for the twelve months ended December 31, 2005. Due to existing contacts and relationships with tenants at our currently owned properties, no value has been ascribed to tenant relationships at the acquired properties.

				Purchase		Debt
Acquisition Date		Property Name	Property Location	Price		Assumed
2005:
	December	Kissimmee West	Kissimmee, FL	$	22,400	$	—
2004:
	January	Merchants’ Square	Carmel, IN		37,300		23,100
	August	Promenade at Pleasant Hill	Duluth, GA		24,500		13,800
	August	Centre at Woodstock	Woodstock, GA		12,000		5,800
	September	Mission Bay Plaza	Boca Raton, FL		60,800		40,500
	September	Plaza at Delray	Delray Beach, FL		65,800		43,300
	December	Village Plaza*	Lakeland, FL		15,500		—
	December	Treasure Coast Commons*	Jensen Beach, FL		14,000		—
	December	Vista Plaza*	Jensen Beach, FL		18,500		—

*  Ramco/ Lion Venture LP acquired the three Florida properties in December 2004. Subsequent to the acquisitions, we admitted an investor into the entity and our ownership percentage in Ramco/ Lion Venture LP decreased to 30%. See Note 7.

F-13

Dispositions:

      In July 2005, we sold land to an existing tenant at our Auburn Mile shopping center and land and building to an existing tenant at our Crossroads shopping center. In addition, in December we sold land adjacent to our River City shopping center. The sale of these assets resulted in a net gain of $1,053.

      During June 2004 and November 2004, we sold two parcels of land and two buildings at our Auburn Mile shopping center to existing tenants. In addition, at our Cox Creek shopping center, we sold a portion of the existing shopping center and land located immediately adjacent to the center in June 2004 to a retailer that will construct its own store. During 2004, we also sold five parcels of land. The sale of these parcels resulted in a net gain of $2,408.

      In December 2003, we sold Ferndale Plaza for cash of $3,268, resulting in a gain on sale of approximately $897, net of minority interest. Ferndale Plaza’s results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2003. During 2004 we recognized $15 of percentage rent revenues net of minority interest. In addition, during 2003, we sold six parcels of land and recognized an aggregate gain of $263.

7.  Investments in Unconsolidated Entities

      As of December 31, 2005 we had investments in the following unconsolidated entities:

	Ownership as of
Unconsolidated Entities	December 31, 2005
S-12 Associates		50%
Ramco/ West Acres LLC		40%
Ramco/ Shenandoah LLC		40%
Beacon Square Development LLC		10%
Ramco Lion Venture, LP		30%
Ramco Jacksonville LLC		20%

      In December 2004, we formed Ramco/ Lion Venture LP (the “Venture”) with affiliates of Clarion Lion Properties Fund (“Clarion”), a private equity real estate fund sponsored by ING Clarion Partners. We own 30% of the equity in the Venture and Clarion owns 70%. The Venture plans to acquire up to $450,000 of stable, well-located community shopping centers located in the southeast and midwestern United States. The Company and Clarion have committed to contribute to the Venture up to $54,000 and $126,000, respectively, of equity capital to acquire properties through September 2006. As of December 31, 2005, we have invested approximately $42,200 of our total commitment to the Venture and Clarion has contributed $98,400 of their commitment.

      In 2004, the Venture acquired three shopping centers located in Florida with an aggregate purchase price of $48,000. During 2005, the Venture acquired the following nine shopping centers:

			Purchase	Debt
Acquisition Date	Property Name	Property Location	Price	Assumed
January	Oriole Plaza	Delray Beach, FL	$23,200	$12,334
February	Martin Square	Stuart, FL	23,200	14,364
February	West Broward Shopping Center	Plantation, FL	15,800	10,201
February	Marketplace of Delray	Delray Beach, FL	28,100	17,482
March	Winchester Square	Rochester, MI	53,000	31,189
March	Hunter’s Square	Farmington Hills, MI	75,000	40,450
May	Millennium Park	Livonia, MI	53,100	—
December	Troy Marketplace	Troy, MI	36,500	—
December	Gratiot Crossing	Chesterfield Township, MI	22,500	—
			$330,400	$126,020

F-14

      We do not have a controlling interest in the Venture, and we will record our 30% share of the joint venture’s operating results using the equity method. Under terms of an agreement with the Venture, we are the manager of the Venture and its properties, earning fees for acquisitions, construction, management, leasing, financing and dispositions. We earned acquisition fees of $1,457 during the twelve months ended December 31, 2005, which has been reported in fees and management income during 2005. We also have the opportunity to receive performance-based earnings through our interest in the Venture.

      In September 2005 the Venture replaced a $41,280 variable rate bridge loan with two ten year mortgage loans with principal amounts of $9,300 and $32,000. Both mortgage loans carry an interest rate of 5.0% and are interest only for the first five years. In December 2005 the Venture entered into two secured promissory notes with Clarion for the purchase of Troy Marketplace and Gratiot Crossing. The loans were to assist in the purchase of the properties. It is the Venture’s intention to replace the loans with permanent financing from a third party before maturity. The notes are secured by collateral assignments of interests in RLV Troy Marketplace, LP and RLV Gratiot Crossing, LP.

      In March 2005, we formed Ramco Jacksonville, LLC (“Jacksonville”) to develop a shopping center in Jacksonville, Florida. We invested $929 for a 20% interest in Jacksonville and an unrelated party contributed capital of $3,715 for an 80% interest. We also transferred land and certain improvements to the joint venture in the amount of $7,994 and $1,072 of cash for a note receivable from the joint venture in the aggregate amount of $9,066. The note receivable was paid by Jacksonville in 2005. On June 30, 2005, Jacksonville obtained a construction loan and mezzanine financing from a financial institution, in the amount of $58,772.

      We do not have a controlling interest in Jacksonville, and we will record our 20% share of the joint venture’s operating results using the equity method. Under terms of an agreement with Jacksonville, we are responsible for development, construction, leasing and management of the project, for which we will earn fees. Our maximum exposure to loss is our investment of $929 at December 31, 2005.

      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 also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. In June 2004, Beacon Square obtained a variable rate construction loan from a financial institution, in an amount not to exceed $6,800, which loan is due in August 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1,300, due August 2007. Beacon Square has an investment in real estate assets of approximately $8,000 and other liabilities of $2,000 as of December 31, 2005.

      We do not have a controlling interest in Beacon Square, and we record our 10% share of the joint venture’s operating results using the equity method. Under the 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 $28 and $125 during 2005 and 2004, respectively, and management fees of $61 and $334 during 2005 and 2004, respectively, which have been reported in fees and management income during such periods. Our maximum exposure to loss is our investment of $50 and any unpaid management fees as of December 31, 2005.

F-15

      Our unconsolidated entities had the following debt outstanding at December 31, 2005:

	Balance		Interest
Unconsolidated Entities	outstanding		Rate		Maturity Date
S-12 Associates	$	1,157		7.5%		May 2016
Ramco/ West Acres LLC		9,040		8.1%		April 2030 (1)
Ramco/ Shenandoah LLC		12,517		7.3%		February 2012
Beacon Square Development LLC		5,963		5.8%		August 2007
Beacon Square Development LLC		1,300		13.0%		August 2007
Ramco Jacksonville LLC		12,007		9.5%		June, 2008
Ramco Jacksonville LLC		1,900		18.5%		June, 2008
Ramco Lion Venture LP		221,189				Various (2)
	$	265,073

(1)	Under terms of the note, the anticipated payment date is April 2010.
(2)	Interest rates range from 5.0% to 8.3% with maturities ranging from June 2006 to June 2020.

      Combined condensed financial information of our unconsolidated entities is summarized as follows:

			2005		2004			2003
ASSETS
Investment in real estate, net			$	437,763	$	90,828		$	133,282
Other assets				27,042		4,858			6,273
	Total Assets		$	464,805	$	95,686		$	139,555
LIABILITIES
Mortgage notes payable			$	265,067	$	64,425		$	99,720
Other liabilities				26,260		5,540			3,994
Owners’ equity				173,478		25,721			35,841
		Total Liabilities and Owners’ Equity	$	464,805	$	95,686		$	139,555
		Company’s Equity Investments in and Advances to Unconsolidated Entities	$	53,398	$	9,182		$	9,091
TOTAL REVENUES			$	36,124	$	9,164		$	11,736
TOTAL EXPENSES				29,381		9,496			12,516
NET (LOSS) INCOME			$	6,743	$	(332	)	$	(780	)
COMPANY’S SHARE OF INCOME			$	2,400	$	180		$	252

8.  Acquisition of Joint Venture Properties

      In June 2004, we formed Ramco Gaines LLC (“Gaines”) and invested $50 for a 10% interest in Gaines, and an unrelated party contributed $450 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. Prior to September 30, 2004, we had substantial continuing involvement in the property, and accordingly, we consolidated Gaines in our June 30, 2004 financial statements. In September 2004, due to changes in the joint venture agreement and financing arrangements, we did not have substantial continuing involvement and accordingly accounted for the investment on the equity method. This entity is developing a shopping center located in Gaines Township, Michigan. In September 2004, Gaines obtained a variable rate construction loan from a financial institution, in an amount not to exceed $8,025, which loan is due in September 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1,500, due September 2007. Gaines had an investment in real estate assets of approximately $7,900, and other liabilities of $2,300, as of December 31, 2004.

F-16

      On November 10, 2005, we acquired an additional 90.0% interest in Gaines for (1) $568 in cash (2) assumption of $7,942 capitalized lease (3) the assumption of a variable rate construction loan due in September 2007 in the amount not to exceed $8,025, of which $7,855 was outstanding (4) and a mezzanine fixed rate debt instrument due September 2007 in the amount of $1,500, increasing our ownership interest in this entity to 100%. The share of net income for the period January 1, 2005 through November 10, 2005 which relates to our 10% interest is included in earnings from unconsolidated entities in the Consolidated Statements of Income and Comprehensive Income. The additional investment in Gaines resulted in this entity being consolidated as of November 11, 2005.

      Under the terms of an agreement with Gaines, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned predevelopment fees of $506 and $250 during 2005 and 2004, respectively, and management fees of $87 and $1,447 during 2005 and 2004, respectively, which were reported in fees and management income for such periods.

      On May 14, 2004, we acquired an additional 27.9% interest in 28th Street Kentwood Associates for $1,300 in cash, increasing our ownership interest in this entity to 77.9%. The share of net income for the period January 1, 2004 through May 13, 2004 which relates to our 50% interest is included in earnings from unconsolidated entities in the Consolidated Statements of Income and Comprehensive Income. The additional investment in 28th Street Kentwood Associates resulted in this entity being consolidated as of May 14, 2004.

      Prior to acquiring the 100% interest in the above mentioned shopping centers, we accounted for the shopping centers using the equity method of accounting.

      The acquisitions of these interests in these above-mentioned shopping centers were accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisitions. The excess of the fair value over the net book basis of the interest in the above-mentioned shopping centers have been allocated to land, buildings and, as applicable, identifiable intangibles. No goodwill was recorded as a result of these acquisitions.

9.  Other Assets

      Other assets at December 31 are as follows:

	2005			2004
Leasing costs	$	28,695		$	20,956
Intangible assets		11,048			4,804
Deferred financing costs		13,742			13,227
Other		5,469			9,693
		58,954			48,680
Less: accumulated amortization		(30,726	)		(23,507	)
		28,228			25,173
Prepaid expenses and other		11,172			13,397
Proposed development and acquisition costs		1,109			2,960
Other assets — net	$	40,509		$	41,530

      Intangible assets at December 31, 2005 include $6,985 of lease origination costs and $3,008 of favorable leases related to the allocation of the purchase prices for acquisitions made since 2002. These assets are being amortized over the lives of the applicable leases. The weighted-average amortization period for intangible assets attributable to lease origination costs and favorable leases is approximately 6 years.

F-17

      The following table represents estimated aggregate amortization expense related to other assets as of December 31, 2005:

Year Ending December 31,
2006		$	5,914
2007			5,181
2008			4,223
2009			3,062
2010			2,229
Thereafter			7,619
	Total	$	28,228

10. Mortgages and Notes Payable

      Mortgages and notes payable at December 31 consist of the following:

	2005		2004
Fixed rate mortgages with interest rates ranging from 4.8 to 8.4%, due at various dates through 2018	$	451,777	$	494,715
Floating rate mortgages with interest rates ranging from 6.0% to 6.1%, due at various dates through 2010		12,854		5,470
Unsecured term loan Credit Facility, with an interest rate at LIBOR plus 130 to 165 basis points, due December 2010, maximum borrowings $100,000. The effective rate at December 31, 2005 was 5.9%		100,000		—
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 115 to 150 basis points, due December 2008, maximum borrowings $150,000. The effective rate at December 31, 2005 was 5.8%		137,600		—
Unsecured Bridge Term Loan, with an interest rate at LIBOR plus 135 basis points, due September 2006. The effective rate at December 31, 2005 was 5.7%		22,600		—
Unsecured revolving credit facility, with an interest rate at LIBOR plus 185 to 225 basis points, paid in full in December 2005		—		17,300
Secured revolving credit facility, with an interest rate at LIBOR plus 115 to 155 basis points, paid in full in December 2005		—		115,950
	$	724,831	$	633,435

      The mortgage notes are secured by mortgages on properties that have an approximate net book value of $597,187 as of December 31, 2005.

      On December 13, 2005, the Company entered into a $250 million unsecured credit facility (the “Credit Facility”) consisting of a $100 million unsecured term loan facility and a $150 million unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100 million at the Company’s request, for a total unsecured revolving credit facility commitment of $250 million. The unsecured term loan matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points. The unsecured revolving credit facility matures in December 2008 and bears interest at a rate equal to LIBOR plus 115 to 150 basis points. The Company has the option to extend the maturity date of the unsecured revolving credit facility to December 2010. The proceeds were used to retire borrowings under the Company’s previous unsecured revolving credit facility and secured revolving credit facility, a bridge loan and a construction loan. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

F-18

      The new facility replaces the Company’s $160 million secured revolving credit facility and $40 million unsecured revolving credit facility, which were due to expire on December 29, 2005.

      During 2005, the Company prepaid $99.3 million in mortgage loans on ten shopping centers with a weighted average interest rate of 8.3%. As part of this refinancing, the Company entered into long term loans for three of the ten shopping centers with total borrowings of $64,280. Each of the loans has a ten year maturity, with five years of interest only payments, and carry a blended fixed interest rate of approximately 5.2%

      At December 31, 2005, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, totaled approximately $2,110.

      The Credit Facility contains financial covenants relating to total leverage, fixed charge coverage ratio, loan to asset value, tangible net worth and various other calculations. As of December 31, 2005, we were in compliance with the covenant terms.

      The mortgage loans 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 December 31, 2005:

Year Ending December 31,
2006		$	29,784
2007			70,042
2008			240,768
2009			48,493
2010			123,291
Thereafter			212,453
	Total	$	724,831

11. Interest Rate Swap Agreements

      As of December 31, 2005, the Company has $20,000 interest rate swap agreements in effect. Under the terms of certain debt agreements, we are required to maintain interest rate swap agreements in the amount necessary to insure that the Company’s variable rate debt does not exceed 25% of its assets, as computed under the agreement, to reduce the impact of changes in interest rates on our variable rate debt. Based on rates in effect at December 31, 2005, the agreements for notional amounts aggregating $20,000 provide for fixed rates of 6.32% on a portion of our unsecured Credit Facility and expire in December 2008.

      On the date we enter into an interest rate swap, we designate the derivative as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded in Other Comprehensive Income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income.

F-19

      The following table summarizes the notional values and fair values of our derivative financial instruments as of December 31, 2005 (dollars in thousands):

	Hedge		Notional		Fixed		Fair			Expiration
Underlying Debt	Type		Value		Rate		Value			Date
Credit Facility		Cash Flow		10,000		4.8%		(22	)		12/2008
Credit Facility		Cash Flow		10,000		4.8%		(22	)		12/2008
			$	20,000			$	(44	)

      The change in fair market value of the interest rate swap agreements in effect at the time increased the charge to accumulated OCI by $264 for the year ended December 31, 2005 and decreased the charge to accumulated OCI by $1,318 and $1,832 for the years ended December 31, 2004 and 2003, respectively. One interest rate swap, which expired on January 4, 2004, was not designated as a hedge, and therefore, the change in fair value associated with this swap agreement was recorded in the statement of operations as a component of interest expense and amounted to approximately $394 in 2003.

12. Leases

      Approximate future minimum revenues from rentals under noncancelable operating leases in effect at December 31, 2005, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows:

Year Ending December 31,
2006		$	98,536
2007			91,302
2008			80,827
2009			64,874
2010			55,550
Thereafter			294,941
	Total	$	686,030

      We relocated our corporate offices during the third quarter of 2004 and entered into a new ten year operating lease agreement that became effective August 15, 2004. Under terms of the agreement, our annual straight-line rent expense will be approximately $754. We have an option to renew this lease for two consecutive periods of five years each. During 2005, we entered into two leases for offices in Florida. Office rent expense, net, as $722, $485 and $363 for the years ended December 31, 2005, 2004 and 2003, respectively.

      Capitalized lease property consists of land having a net book value of $7,942 as of December 31, 2005.

      Approximate future minimum rental expense under our noncancelable office leases, assuming no option extensions, are as follows:

		Operating		Capital
Year Ending December 31, 2005		Leases		Lease
2006		$	805	$	630
2007			827		630
2008			849		630
2009			871		630
2010			840		630
Thereafter			3,910		8,372
Total minimum lease payments			8,102		11,522
Less: amounts representing interest			—		(3,580	)
	Total	$	8,102	$	7,942

F-20

13. Earnings per Share

      The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (in thousands, except per share data):

	2005			2004			2003
Numerator:
Net Income	$	18,493		$	15,120		$	10,478
Preferred stock dividends		(6,655	)		(4,814	)		(2,375	)
Income available to common shareholders for basic and diluted EPS	$	11,838		$	10,306		$	8,103
Denominator:
Weighted-average common shares for basic EPS		16,837			16,816			13,955
Effect of dilutive securities:
Options outstanding		43			215			186
Weighted-average common shares for diluted EPS		16,880			17,031			14,141
Basic EPS	$	0.70		$	0.61		$	0.58
Diluted EPS	$	0.70		$	0.60		$	0.57

14. Impairment of Investment in Unconsolidated Entity

      Prior to 1999, we completed significant pre-development work such as optioning land, obtaining governmental entitlements, negotiating leases with several anchor tenants and developed a preliminary site plan to build and own a lifestyle shopping center in Novi, Michigan. During 1999, we contributed our pre-development expenditures, at cost, for a 10% interest in a new joint venture entity, PLC Novi West Development (“PLC Novi”). This investment was accounted for on the equity method. In reporting periods prior to August 2004, based on projections provided by our joint venture partner, and other information available to us, we estimated that the fair value of our investment exceeded its carrying value of approximately $5.0 million. In August 2004, we were informed by our partner that they were not extending the construction loan with the bank, and were requesting a reduction of the principal due under the loan. Later that month, we sold our interest to a third party investor for $25 and recorded a $4,775 impairment loss. Subsequent to our sale we learned that PLC Novi filed for Chapter 11 bankruptcy protection. We believe we have no further liabilities with respect to this investment.

15. Shareholders’ Equity

      On July 1, 2004, we completed a $54,000 public offering of 1,889,000 shares of 7.95% Series C cumulative, convertible Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $51,741. A portion of the net proceeds from this offering were used to pay down outstanding balances under our secured revolving credit facilities by approximately $10,100 and the remaining proceeds invested in short-term investments. In August 2004, we utilized the invested proceeds to fund acquisitions and development projects as well as expand or renovate existing shopping centers. Dividends on the Series C Preferred Shares are payable quarterly in arrears and amounted to $2.27 per share in 2005. We may, but we are not required to, redeem the Series C Preferred Shares any time after June 1, 2009, at a redemption price of $28.50 per share, plus accrued and unpaid dividends. In addition, on or after June 1, 2007 and before June 1, 2009, we may redeem the Series C Preferred Shares in whole or in part, upon not less than 30 days nor more than 60 days written notice, if such notice is given within 15 trading days of the end of a 30 trading day period in which the closing price of our Common Shares equal or exceed 125% of the applicable conversion price for 20 out of 30 consecutive trading days. The redemption price shall be paid in cash at $28.50 per share, plus any accrued and unpaid dividends.

F-21

      The Series C Preferred Shares rank senior to the common shares with respect to dividends and the distribution of assets in the event of our liquidation, dissolution or winding up and on a parity to our Series B cumulative Preferred Shares.

      Holders of Series C Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Series C Preferred Shares for six or more quarterly periods (whether or not consecutive), the holders of the Series C Preferred Shares will be entitled to vote at the next annual meeting of shareholders for the election of two additional trustees to serve on the board of trustees until we pay all dividends which we owe on Series C Preferred Shares.

      On June 10, 2003, we issued 2,150,000 common shares of beneficial interest in a public offering. We received total net proceeds of $50,646, based on a net offering price of $23.65 per share. The net proceeds from the offering were used to pay down amounts outstanding under our two credit facilities and partially finance two acquisitions.

      On October 20, 2003, we issued 2,300,000 common shares of beneficial interest in a public offering. Net proceeds amounted to $56,559, based on a net offering price of $24.70 per share. The net proceeds were used to pay down outstanding balances under our secured and unsecured credit facilities and invest in short-term investments.

      On November 5, 2002, we completed a $25,000 public offering of 1,000,000 shares of 9.5% Series B cumulative Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $23,804. Dividends on the Series B Preferred Shares are payable quarterly in arrears and amounted to $2.38 per share in 2005 and 2004. We may, but we are not required to, redeem the Series B Preferred Shares any time after November 5, 2007, at a redemption price of $25.00 per share, plus accrued and unpaid dividends.

      The Series B Preferred Shares rank senior to the common shares with respect to dividends and the distribution of assets in the event of our liquidation, dissolution or winding up and on a parity to our Series C cumulative, convertible Preferred Shares. The Series B Preferred Shares are not convertible into or exchangeable for any of our other securities or property.

      Holders of Series B Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Series B Preferred Shares for six or more quarterly periods (whether or not consecutive), the holders of the Series B Preferred Shares will be entitled to vote at the next annual meeting of shareholders for the election of two additional trustees to serve on the board of trustees until we pay all dividends which we owe on Series B Preferred Shares.

      We have a dividend reinvestment plan that allows for participating shareholders to have their dividend distributions automatically invested in additional shares of beneficial interest in us based on the average price of the shares acquired for the distribution.

16. Benefit Plans

Incentive Plan and Stock Option Plans

2003 Long-Term Incentive Plan

      In June 2003, our shareholders approved the 2003 Long-Term Incentive Plan (the “Plan”) to allow for the grant to employees the following: incentive or non-qualified stock options to purchase common shares of the Company, stock appreciation rights, restricted shares, awards of performance shares and performance units issuable in the future upon satisfaction of certain conditions and rights, as well as other stock-based awards as determined by the Compensation Committee of the Board of Trustees. The effective date of the Plan was March 5, 2003. Under terms of the Plan, awards may be granted with respect to an aggregate of not more than 700,000 shares, provided that no more than 300,000 shares may be issued in the form of incentive stock options. Options may be granted at per share prices not less than fair market value at the date of grant, and in the case of incentive options, must be exercisable within ten years thereof. Options granted under the Plan generally become exercisable one year after the date of grant as to one-third of the optioned shares, with the remaining options being exercisable over the following two-year period.

F-22

Ramco-Gershenson 2003 Non-Employee Trustee Stock Option Plan

      During 2003, we adopted the 2003 Non-Employee Trustee Stock Option Plan (the “Trustees’ Plan”) which permits us to grant non-qualified options to purchase up to 100,000 common shares of beneficial interest in the Company at the fair market value at the date of grant. Each Non-Employee Trustee will be granted an option to purchase 2,000 shares annually on our annual meeting date, beginning with the first annual meeting after March 5, 2003. Stock options granted to participants vest and become exercisable in installments on each of the first two anniversaries of the date of grant and expire ten years after the date of grant.

1996 Share Option Plan

      Effective March 5, 2003, this plan was terminated, except with respect to awards outstanding. This plan allowed for the grant of stock options to executive officers and employees of the Company. Shares subject to outstanding awards under the 1996 Share Option Plan are not available for re-grant if the awards are forfeited or cancelled.

      In December 2003, the Company amended the plan to allow vested options to be exercised by tendering mature shares with a market value equal to the exercise price of the options. In December 2004, seven executives executed an option deferral election with regards to approximately 395,000 options at an average exercise price of $15.51 per option. These elections allowed the employees to defer the receipt of the net shares they would receive at exercise. The deferred gain will remain in a deferred compensation account for the benefit of the employees for a period of five years, with up to two additional 24 month deferred periods.

      The seven employees exercised 395,000 options by tendering approximately 190,000 mature shares and deferring receipt of approximately 204,900 shares under the option deferral election. As the Company declares dividend distributions on its common shares, the deferred options will receive their proportionate share of the distribution in the form of dividend equivalent cash payments that will be accounted for as compensation to the employees.

1997 Non-Employee Trustee Stock Option Plan

      This plan was terminated on March 5, 2003, except with respect to awards outstanding. Shares subject to outstanding awards under the 1997 Non-Employee Trustee Stock Option Plan are not available for re-grant if the awards are forfeited or cancelled.

      The following table reflects the stock option activity at December 31:

	2005					2004					2003
				Weighted					Weighted					Weighted
				Average					Average					Average
	Number of			Exercise		Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		160,371		$	20.28		540,200		$	15.93		608,275		$	15.96
Granted		86,850			27.31		50,646			27.18		12,000			23.77
Cancelled or expired		(23,855	)		16.25		(625	)		17.35		(5,375	)		18.01
Exercised		(18,000	)		26.89		(429,850	)		15.63		(74,700	)		17.29
		205,366		$	22.84		160,371		$	20.28		540,200		$	15.93
Options exercisable at year end		105,912					103,725					523,200
Weighted-average fair value of options granted during the year	$	2.53				$	2.78				$	1.85

F-23

      The following table summarizes the characteristics of the options outstanding and exercisable at December 31, 2005:

			Options Outstanding				Options Exercisable
			Weighted-Average
			Remaining		Weighted-Average				Weighted-Average
Range of Exercise Price	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
$14.06-$14.75		27,000		4.2	$	14.11		27,000	$	14.11
$16.38-$17.87		40,725		2.6		16.79		40,725		16.79
$19.35-$28.80		137,641		8.4		26.34		38,187		23.75
		205,366		6.7	$	22.84		105,912	$	18.62

401(k) Plan

      We sponsor a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer a percentage of compensation on a pre-tax basis up to a statutory limit. We contribute up to a maximum of 50% of the employee’s contribution, up to a maximum of 5% of an employee’s annual compensation. During 2005, 2004 and 2003 our matching cash contributions were $186, $171 and $176, respectively.

17. Financial Instruments

      The carrying values of cash and cash equivalents, receivables and accounts payable are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2005 and 2004 the carrying amounts of our borrowings under variable rate debt approximated fair value. Interest rate swaps are recorded at their fair value.

      We estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. The fair value of our fixed rate debt was $481,248 and $521,952 at December 31, 2005 and 2004, respectively.

      Considerable judgment is required to develop estimated fair values of financial instruments. The fair value of our fixed rate debt is greater than the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments.

F-24

18. Quarterly Financial Data (Unaudited)

      The following table sets forth the quarterly results of operations for the years ended December 31, 2005 and 2004 (in thousands, except per share amounts):

	Quarters ended 2005
	March 31		June 30		September 30		December 31
Revenue	$	36,023	$	35,715	$	34,529	$	35,356
Operating income		4,321		3,103		3,134		2,414
Income from continuing operations		3,924		3,168		3,675		3,173
Discontinued operations		987		971		1,129		1,466
Net income	$	4,911	$	4,139	$	4,804	$	4,639
Basic earnings per share:
Income from continuing operations	$	0.13	$	0.09	$	0.12	$	0.09
Discontinued operations		0.06		0.06		0.07		0.09
Net income	$	0.19	$	0.15	$	0.19	$	0.18
Diluted earnings per share:
Income from continuing operations	$	0.13	$	0.09	$	0.12	$	0.09
Discontinued operations		0.06		0.06		0.07		0.09
Net income	$	0.19	$	0.15	$	0.19	$	0.18

	Quarters ended 2004
	March 31		June 30		September 30			December 31
Revenue	$	28,910	$	27,817	$	31,474		$	34,540
Operating income		3,966		3,153		4,552			3,478
Income from continuing operations		3,439		2,447		282			4,806
Discontinued operations		965		1,151		1,212			818
Net income	$	4,404	$	3,598	$	1,494		$	5,624
Basic earnings per share:
Income (loss) from continuing operations	$	0.17	$	0.09	$	(0.08	)	$	0.19
Discontinued operations		0.06		0.07		0.07			0.05
Net income (loss)	$	0.23	$	0.16	$	(0.01	)	$	0.24
Diluted earnings per share:
Income (loss) from continuing operations	$	0.17	$	0.09	$	(0.08	)	$	0.19
Discontinued operations		0.06		0.07		0.07			0.05
Net income (loss)	$	0.23	$	0.16	$	(0.01	)	$	0.24

      During the third quarter of 2004, we sold our interest in PLC Novi West Development (“PLC Novi”) to a third party investor for $25 and recorded a $4,775 impairment loss.

      Earnings per share, as reported in the above table, are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended December 31, 2005 and 2004.

F-25

19. Transactions With Related Parties

      We have management agreements with various partnerships and perform certain administrative functions on behalf of entities owned in part by certain trustees and/or officers of the Company. The following revenue was earned during the three years ended December 31 from these related parties:

		2005		2004		2003
Management fees		$	234	$	287	$	367
Leasing fee income			42		62		64
Brokerage commission and other			—		—		15
Payroll reimbursement			30		36		142
	Total	$	306	$	385	$	588

      During 2003, Kmart Corporation agreed to convey to us a certain parcel of land in connection with a settlement of certain disputes with us. We entered into an agreement with Ramco Clinton Development Company (“Partnership”) that caused Kmart to convey the parcel directly to the Partnership, in exchange for a cash payment to us in the amount of $175 from the Partnership. Various executive officers/trustees of the Company are partners in that Partnership. This transaction with the Partnership was entered into upon the unanimous approval of the independent members of our Board of Trustees.

      We had receivables from related entities in the amount of $45 at December 31, 2005 and $54 at December 31, 2004.

20. Commitments and Contingencies

Construction Costs

      In connection with the development and expansion of various shopping centers as of December 31, 2005, we have entered into agreements for construction costs of approximately $26,594, including approximately $17,100 for costs related to the development of Ramco Jacksonville, LLC’s shopping center.

Internal Revenue Service Examinations

IRS Audit Resolution for Years 1991 to 1995

      We were the subject of an IRS examination of our taxable years ended December 31, 1991 through 1995. We refer to this examination as the IRS Audit. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit. We refer to this agreement as the Closing Agreement. Pursuant to the terms of the Closing Agreement (i) our “REIT taxable income” was adjusted for each of 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was terminated for 1994; (iii) we were not permitted to reelect REIT status for 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 1996 was treated, for all purposes of 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 million and $809 for our 1992 and 1993 taxable years respectively; (vii) we consented to the assessment and collection, by the IRS, of $770 in tax deficiencies; (viii) we consented to the assessment and collection, by the IRS, of interest on such tax deficiencies and deficiency dividends and (ix) 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.

      In addition, because we lost our REIT status for 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 1994 and 1995. Because we did not accumulate (but rather distributed) any profits we earned

F-26

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, in May 1996, we entered into the Tax Agreement with Atlantic under which Atlantic assumed all of our tax liabilities 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. 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 $2.2 million, 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 million 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 $2.2 million in recognition of our payment of the deficiency dividend.

      In the notes to the consolidated financial statements of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, for the quarter ended September 30, 2005, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies, deficiency dividend, and interest reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2.2 million in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts, on behalf of the Company, assessed by the IRS to date.

      Subsequent to year end, Atlantic made additional interest payments to the IRS in relation to the 1991-1995 audit. It is management’s belief that any other liabilities that may exist in relation to the 1991-1995 audit will be covered under the Tax Agreement.

Current IRS Examination

      The IRS is currently conducting an examination of us for our taxable years ended December 31, 1996 and 1997. We refer to this examination as the IRS Examination. On April 13, 2005, the IRS issued two examination reports to us with respect to the IRS Examination. The first examination report seeks to disallow certain deductions and losses we took in 1996 and to disqualify us as a REIT for the years 1996 and 1997. The second report also proposes to disqualify us as a REIT for our taxable years ended December 31, 1998 through 2000, years we had not previously been notified were under examination, and to not allow us to reelect REIT status for 2001 through 2004. Insofar as the reports seek to disqualify us as a REIT, we vigorously dispute the IRS’ positions, and we have been advised by legal counsel that the IRS’ positions set forth in the reports with respect to our disqualification as a REIT are unsupported by the facts and applicable law. We discuss this issue in greater detail below under the subheading “Disqualification as a REIT”. We dispute the disallowance of certain deductions and losses for 1996 and believe that amounts which may be assessed against us with respect to any such disallowance would constitute items covered under the Tax Agreement. We discuss this issue in greater detail below under the subheading “Disallowance of Certain Deductions and Losses”. We have contested the reports by filing a protest with the Appeals Office of the IRS on May 31, 2005. Although Atlantic has filed a Form 8-K with the SEC stating that it has been advised by counsel that it would not have any obligation to indemnify us with respect to any tax, interest or penalty which may be assessed against us in connection with the IRS Examination, we disagree with such position and, if the need arises, intend to pursue collection of amounts related to the 1996 tax year from Atlantic under the Tax Agreement.

F-27

Disqualification as a REIT

      The examination reports propose to disqualify us as a REIT for our taxable years 1996 through 2000 for reasons relating to our ownership of stock in Ramco-Gershenson, Inc. and for our alleged failure to meet the requirement to demand from record holders of our shares certain information regarding the actual ownership of those shares. The reports also propose not to allow us to reelect REIT status for 2001 through 2004. As described below, we believe, and have been advised by legal counsel, that the positions set forth in the examination reports pursuant to which the IRS proposes to disqualify us as a REIT are unsupported by the facts and applicable law.

      First, the IRS asserts that a “commonality of interests and control” between us and Ramco Gershenson, Inc., by reason of the ownership of voting stock in Ramco-Gershenson, Inc. by certain of our trustees and members of our management, resulted in our “deemed” prohibited ownership of more than 10% of the voting stock in Ramco-Gershenson, Inc. We have been advised by counsel that the structure of our ownership of stock in Ramco-Gershenson, Inc., and the governance thereof, are consistent with the form and structure of similar subsidiaries used by other large REITs and should not provide a valid basis for the disqualification of the Company as a REIT for any of the tax years covered by the examination reports.

      Secondly, the IRS proposes to disqualify us as a REIT for 1996 through 2000 for our alleged failure to meet the shareholder-record keeping requirement because we did not request certain information from holders of interests in our operating partnership. We have been advised by counsel that the IRS has erred in their determination that we were required to make such a demand from our partners merely by reason of their ownership of interests in our operating partnership.

      Finally, the IRS proposes not to allow us to reelect to be a REIT for 2001 through 2004 based on our alleged failure to qualify as a REIT for 2000. We believe, based on the advice of counsel, that if we were disqualified for 1996, we would be allowed to reelect REIT status for our 2001 tax year.

Disallowance of Certain Deductions and Losses

      The examination reports also propose to disallow certain deductions and losses taken in 1996. We believe that, in many material respects, the positions based on which the IRS proposes to disallow such deductions and losses are unsupported by the facts and applicable law.

Protest; Potential Impact

      We have contested the positions taken in the examination reports through the filing of a protest with the Appeals Office of the IRS on May 31, 2005. A preliminary conference with an IRS appeals officer has been scheduled for the end of the first quarter of 2006. If we cannot obtain a satisfactory result through the administrative appeals process, we may pursue judicial review of the determination.

      If all of the positions taken (exclusive of the proposed revocation of our REIT status for 2001 through 2004) and adjustments proposed in the examination reports were sustained, then we would be liable for approximately $22.9 million in combined tax, penalties and interest as calculated by the IRS with interest updated through December 31, 2005. If we were successful in opposing the positions taken in the first examination report (which relates to 1996 and 1997) and the second examination report (which relates to 1998 through 2000), other than the proposed increase in our REIT taxable income resulting from disallowance of certain deductions for 1996, then we could avoid being disqualified as a REIT by paying a deficiency dividend in the amount (if any) necessary to satisfy the requirement that we distribute each year a certain minimum amount of our REIT taxable income for such year. In the event we were required to pay a deficiency dividend, such dividend would be treated as an addition to tax for the year to which it relates, and we would be subject to the assessment and collection by the IRS of interest on such addition to tax. The second examination report (which relates to 1998 through 2000) does not quantify our potential liability for combined tax, penalties and interest resulting from the proposed revocation of our REIT status for 2001 through 2004. Such potential liability could be substantial and could have a material adverse effect on our financial position, results of operations and cash flows.

F-28

      If we were to fail to qualify as a REIT for any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates for such year, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and, to the extent we were not indemnified against such liability by Atlantic under the Tax Agreement, would reduce the amount of our cash available for distribution to our shareholders, which in turn could have a material adverse impact on the value of, and trading prices for, our common shares. In addition, we would not be able to reelect REIT status until the fifth taxable year following the initial year of disqualification unless we were to qualify for relief under applicable provisions of the Code. Upon a new REIT election, we would be required to distribute any earnings and profits that we had accumulated during the taxable years in which we failed to qualify as a REIT. If we failed to qualify as a REIT for more than two taxable years, we would be subject to corporate level tax during the ten-year period beginning on the first day of our REIT year with respect to any built-in gain we recognize on the disposition of any asset held on such date.

Tax Agreement with Atlantic

      Certain tax deficiencies, interest, and penalties, which may be assessed against us in connection with the IRS Examination, may constitute covered items under the Tax Agreement. Atlantic has filed a Form 8-K in which it disclosed that it has been advised by counsel that it does not have any obligation to make any payment to or indemnify us in any manner for any tax, interest or penalty set forth in the examination report relating to 1996 and 1997. We disagree with this position and believe that some or all of the amounts which may be assessed against us with respect to the disallowance of certain deductions and losses for 1996 would constitute covered items under the Tax Agreement. If Atlantic prevails in its position that it is not required to indemnify us under the Tax Agreement with respect to liabilities we incur as a result of the IRS Examination, then we would be required to pay for such liabilities out of our own funds. Even if we prevail in our position that Atlantic is required to indemnify us under the Tax Agreement with respect to such liabilities, Atlantic may not have sufficient assets at the time to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. According to the quarterly report on Form 10-Q filed by Atlantic for the quarter ended September 30, 2005, Atlantic had net assets of approximately $82.3 million (as determined pursuant to the liquidation basis of accounting). The IRS may also assess taxes against us that Atlantic is not required to pay. Accordingly, the ultimate resolution of any tax liabilities arising pursuant to the IRS Audit and the IRS Examination may have a material adverse effect on our financial position, results of operations and cash flows, particularly if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed any indemnification payments we receive from Atlantic.

Operating Partnership Examination Report

      In connection with an ongoing IRS examination of one of our operating partnerships we have also received an examination report, which relates to such partnership’s taxable year ended December 31, 1997, which proposes to increase the income of certain of the operating partnership’s partners other than us. As such, the proposed adjustments would not result in our being liable for additional tax, penalties or interest.

Litigation

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

Environmental Matters

      Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the

F-29

presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

      In connection with ownership (direct or indirect), operation, management and development of real properties, we may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of on-going compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of our properties have or may contain ACMs or underground storage tanks (“USTs”); however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Common Shares Repurchase

      In December 2005 the Board of Trustees authorized the repurchase, at management’s discretion, of up to $15,000 of the Company’s common shares. The program allows the Company to repurchase its common shares from time to time in the open market or in privately negotiated transactions.

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21. REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 2005

																Gross Cost at End of
									Initial Cost to Company							Period(b)
													Subsequent
											Building &		Additions
			Year		Year		Year				Improvements		(Retirements),					Building &				Accumulated
Property	Location		Constructed(a)		Acquired		Renovated		Land		(f)		Net			Land		Improvements		Total		Depreciation(c)		Encumbrances
Alabama
Cox Creek Plaza	Florence	Alabama		1984		1997		2000		589		5,336		(408	)		426		5,091		5,517		1,384	(d)
Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002				1,565		14,085		(56	)		1,572		14,022		15,594		1,256	(e)
Crestview Corners	Crestview	Florida		1986		1997		1993		400		3,602		2,435			400		6,037		6,437		809	(d)
Kissimmee West	Kissimmee	Florida		2005		2005				3,268		19,113		0			3,268		19,113		22,381		20
Lantana Shopping Center	Lantana	Florida		1959		1996		2002		2,590		2,600		7,020			2,590		9,620		12,210		1,812	(e)
Mission Bay Plaza	Boca Raton	Florida		1989		2004				8,766		49,867		(292	)		9,754		48,587		58,341		1,581	(e)
Naples Towne Center	Naples	Florida		1982		1996		2003		218		1,964		4,516			807		5,891		6,698		1,145	(d)
Pelican Plaza	Sarasota	Florida		1983		1997				710		6,404		207			710		6,611		7,321		1,429	(d)
Plaza at Delray	Delray Beach	Florida		1979		2004				9,513		55,271		116			8,795		56,105		64,900		1,812	(e)
Publix at River Crossing	New Port Richey	Florida		1998		2003				728		6,459		(49	)		728		6,410		7,138		421	(e)
River City	Jacksonville	Florida		2005		2005				8,628		14,583		0			8,628		14,583		23,211
Rivertowne Square	Deerfield Beach	Florida		1980		1998				951		8,587		261			951		8,848		9,799		1,329	(d)
Shoppes of Lakeland	Lakeland	Florida		1985		1996				1,279		11,543		8,375			1,871		19,326		21,197		2,394	(d)
Southbay Shopping Center	Osprey	Florida		1978		1998				597		5,355		329			597		5,684		6,281		1,167	(d)
Sunshine Plaza	Tamarac	Florida		1972		1996		2001		1,748		7,452		12,037			1,748		19,489		21,237		4,817	(e)
The Crossroads	Royal Palm Beach	Florida		1988		2002				1,850		16,650		78			1,857		16,721		18,578		1,533	(e)
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997				862		7,768		124			862		7,892		8,754		1,605	(d)
Georgia
Centre at Woodstock	Woodstock	Georgia		1997		2004				1,880		10,801		(384	)		1,987		10,310		12,297		356	(e)
Conyers Crossing	Conyers	Georgia		1978		1998		1989		729		6,562		669			729		7,231		7,960		1,493	(d)
Holcomb Center	Alpharetta	Georgia		1986		1996				658		5,953		1,285			658		7,238		7,896		1,564	(d)
Horizon Village	Suwanee	Georgia		1996		2002				1,133		10,200		42			1,143		10,232		11,375		938	(d)
Indian Hills	Calhoun	Georgia		1988		1997				706		6,355		1,792			707		8,146		8,853		1,348	(d)
Mays Crossing	Stockbridge	Georgia		1984		1997		1986		725		6,532		1,439			725		7,971		8,696		1,510	(d)
Promenade at Pleasant Hill	Duluth	Georgia		1993		2004				3,891		22,520		(768	)		3,650		21,993		25,643		758	(e)
Indiana
Merchants Square	Carmel	Indiana		1970		2004				5,804		33,738		(678	)		5,737		33,127		38,864		1,601	(e)
Maryland
Crofton Centre	Crofton	Maryland		1974		1996				3,201		6,499		2,846			3,201		9,345		12,546		2,939	(d)
Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999				15,704		0		(6,608	)		6,495		2,601		9,096		719	(e)
Clinton Pointe	Clinton Township	Michigan		1992		2003				1,175		10,499		(145	)		1,175		10,354		11,529		634	(d)
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002		1,101		9,910		6,287			1,101		16,197		17,298		3,307	(d)
Clinton Valley	Sterling Heights	Michigan		1985		1996				399		3,588		3,086			523		6,550		7,073		1,328	(d)
Eastridge Commons	Flint	Michigan		1990		1996		2001		1,086		9,775		2,072			1,086		11,847		12,933		3,273	(d)
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001		665		5,981		36			645		6,037		6,682		1,482	(d)
Fairlane Meadows	Dearborn	Michigan		1987		2003				1,955		17,557		1,559			3,256		17,815		21,071		1,030	(e)
Fraser Shopping Center	Fraser	Michigan		1977		1996				363		3,263		941			363		4,204		4,567		988	(e)
Gaines Marketplace	Gaines Twp.	Michigan		2005		2005				226		6,782		7,942			8,168		6,782		14,950		69	(e)
Hoover Eleven	Warren	Michigan		1989		2003				3,308		29,778		(754	)		3,304		29,028		32,332		1,472	(e)
Jackson Crossing	Jackson	Michigan		1967		1996		2002		2,249		20,237		12,658			2,249		32,895		35,144		7,153	(d)
Jackson West	Jackson	Michigan		1996		1996		1999		2,806		6,270		6,126			2,691		12,511		15,202		3,136	(e)
Kentwood Towne Center	Kentwood	Michigan		1988		1996				2,799		9,484		(213	)		2,799		9,271		12,070		464	(e)
Lake Orion Plaza	Lake Orion	Michigan		1977		1996				470		4,234		1,209			1,222		4,691		5,913		1,105	(d)
Lakeshore Marketplace	Norton Shores	Michigan		1996		2003				2,018		18,114		1,710			4,518		17,324		21,842		1,061	(e)
Livonia Plaza	Livonia	Michigan		1988		2003				1,317		11,786		(15	)		1,317		11,771		13,088		891	(d)
Madison Center	Madison Heights	Michigan		1965		1997		2000		817		7,366		2,755			817		10,121		10,938		2,270	(e)
New Towne Plaza	Canton Twp.	Michigan		1975		1996		2005		817		7,354		3,047			817		10,401		11,218		2,188	(e)
Oak Brook Square	Flint	Michigan		1982		1996				955		8,591		1,700			955		10,291		11,246		2,424	(e)
Roseville Towne Center	Roseville	Michigan		1963		1996		2004		1,403		13,195		6,368			1,403		19,563		20,966		4,059	(d)
Southfield Plaza	Southfield	Michigan		1969		1996		2003		1,121		10,090		4,393			1,121		14,483		15,604		2,816	(d)
Taylor Plaza	Taylor	Michigan		1970		1996				400		1,930		266			400		2,196		2,596		478	(d)
Tel-Twelve	Southfield	Michigan		1968		1996		2003		3,819		43,181		28,203			3,819		71,384		75,203		12,891	(d)
West Oaks I	Novi	Michigan		1979		1996		2004		0		6,304		10,497			1,768		15,033		16,801		2,578	(e)
West Oaks II	Novi	Michigan		1986		1996		2000		1,391		12,519		5,792			1,391		18,311		19,702		4,103	(e)
White Lake Marketplace	White Lake Township	Michigan		1999		1998				2,965		0		(2,441	)		194		330		524		0

F-31

																		Gross Cost at End of
									Initial Cost to Company									Period(b)
															Subsequent
												Building &			Additions
			Year		Year		Year					Improvements			(Retirements),						Building &						Accumulated
Property	Location		Constructed(a)		Acquired		Renovated		Land			(f)			Net			Land			Improvements			Total			Depreciation(c)			Encumbrances
New Jersey
Chester Springs Shopping Center	Chester	New Jersey		1970		1996		1999		2,409			21,786			314			2,416			22,093			24,509			3,390		(e)
North Carolina
Holly Springs Plaza	Franklin	North Carolina		1988		1997		1992		829			7,470			138			829			7,608			8,437			1,551		(d)
Ridgeview Crossing	Elkin	North Carolina		1989		1997		1995		1,054			9,494			220			1,054			9,714			10,768			1,979		(e)
Ohio
Office Max Center	Toledo	Ohio		1994		1996				227			2,042			0			227			2,042			2,269			477		(d)
Crossroads Centre	Rossford	Ohio		2001		2001				5,800			20,709			1,203			4,898			22,814			27,712			2,856		(e)
Crossroads West	Rossford	Ohio		2005		2005				796			3,087			0			796			3,087			3,883			0
Spring Meadows Place	Holland	Ohio		1987		1996		2005		1,662			14,959			3,543			1,653			18,511			20,164			4,179		(e)
Troy Towne Center	Troy	Ohio		1990		1996		2003		930			8,372			(870	)		813			7,619			8,432			2,041		(e)
South Carolina
Edgewood Square	North Augusta	South Carolina		1989		1997		1997		1,358			12,229			200			1,358			12,429			13,787			2,429		(d)
Taylors Square	Taylors	South Carolina		1989		1997		1995		1,581			14,237			2,875			1,721			16,972			18,693			3,064		(e)
Tennessee
Cumberland Gallery	New Tazewell	Tennessee		1988		1997				327			2,944			55			327			2,999			3,326			612		(d)
Highland Square	Crossville	Tennessee		1988		1997		2005		913			8,189			3,293			913			11,482			12,395			2,115		(e)
Northwest Crossing	Knoxville	Tennessee		1989		1997		1995		1,284			11,566			3,884			1,284			15,450			16,734			2,623		(e)
Northwest Crossing II	Knoxville	Tennessee		1999		1999				570			0			1,627			570			1,627			2,197			252		(d)
Stonegate Plaza	Kingsport	Tennessee		1984		1997		1993		606			5,454			433			606			5,887			6,493			1,262		(e)
Tellico Plaza	Lenoir City	Tennessee		1989		1997				611			5,510			1,003			611			6,513			7,124			1,109		(d)
Virginia
Aquia Towne Center	Stafford	Virginia		1989		1998				2,187			19,776			816			2,187			20,592			22,779			3,769		(e)
Wisconsin
East Town Plaza	Madison	Wisconsin		1992		2000		2000		1,768			16,216			58			1,768			16,274			18,042			2,271		(e)
West Allis Towne Centre	West Allis	Wisconsin		1987		1996				1,866			16,789			1,387			1,866			18,176			20,042			4,081		(e)
Totals									$	141,096		$	824,416		$	157,586		$	143,595		$	979,503		$	1,123,098		$	139,000
Discontinued Operations										(6,913	)		(62,277	)		(6,602	)		(6,751	)		(69,043	)		(75,794	)		(13,799	)
Grand Total									$	134,183		$	762,139		$	150,984		$	136,844		$	910,460		$	1,047,304		$	125,201		(g)

(a)	If prior to May 1996, constructed by a predecessor of the Company.
(b)	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $889 million.
(c)	Depreciation for all properties is computed over the useful life which is generally forty years.
(d)	The property is pledged as collateral on the unsecured credit facility.
(e)	The property is pledged as collateral on secured mortgages.
(f)	Refer to Footnote 1 for a summary of the Company’s capitalization policies.
(g)	Costs are reduced by assets classified as discontinued operations.

The changes in real estate assets and accumulated depreciation for the years ended December 31, 2005, and 2004 are as follows:

	2005			2004
Real Estate Assets
Balance at beginning of period	$	1,066,255		$	830,245
Land Development/ Acquisitions		37,302			229,641
Discontinued Operations		(75,794	)		—
Capital Improvements		36,745			25,487
Sale/ Retirements of Assets		(17,204	)		(19,118	)
Balance at end of period	$	1,047,304		$	1,066,255

	2005			2004
Accumulated Depreciation
Balance at beginning of period	$	115,079		$	93,600
Sales/ Retirements		(1,103	)		(896	)
Discontinued Operations		(13,799	)		—
Depreciation		25,024			22,375
Balance at end of period	$	125,201		$	115,079

F-32

RAMCO-GERSHENSON PROPERTIES TRUST

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2005, 2004 and 2003

(Dollars in thousands)

	Balance at
	Beginning		Charged				Balance at
	of Year		to Expense		Deductions		End of Year
Year ended December 31, 2005 — Allowance for doubtful accounts	$	1,143	$	1,315	$	441	$	2,017
Year ended December 31, 2004 — Allowance for doubtful accounts	$	873	$	410	$	140	$	1,143
Year ended December 31, 2003 — Allowance for doubtful accounts	$	1,573	$	3,031	$	3,731	$	873

F-33 EX-10.52 2 k02503exv10w52.txt UNSECURED TERM LOAN AGREEMENT, DATED 12/21/05 Exhibit 10.52 UNSECURED TERM LOAN AGREEMENT DATED AS OF DECEMBER 21, 2005 among RAMCO-GERSHENSON PROPERTIES, L.P., as Borrower, RAMCO-GERSHENSON PROPERTIES TRUST, as a Guarantor, KEYBANK NATIONAL ASSOCIATION, as a Bank, THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT, THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, as Agent, KEYBANC CAPITAL MARKETS, as Sole Lead Manager and Arranger, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. as Co-Syndication Agents, UNSECURED TERM LOAN AGREEMENT This UNSECURED TERM LOAN AGREEMENT is made as of the 21st day of December, 2005 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the "Borrower"), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the "Trust"), a Maryland real estate investment trust, KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), and the other lending institutions that are a party hereto, and the other lending institutions which may become parties hereto pursuant to Section 18 (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Banks (the "Agent"). RECITALS WHEREAS, the Borrower has requested that the Banks provide a term loan facility to Borrower; and WHEREAS, the Agent and the Banks are willing to provide such facility to the Borrower on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the terms and conditions herein, and of any loans, advances, or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrower by the Banks, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION. SECTION 1.1. DEFINITIONS. The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of this Agreement referred to below: Affiliate. An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member's interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person. Agent. KeyBank National Association, acting as Administrative Agent for the Banks, its successors and assigns. Agent's Head Office. The Agent's head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Banks. Agent's Special Counsel. McKenna Long & Aldridge LLP or such other counsel as may be approved by the Agent. Agreement. This Unsecured Term Loan Agreement, including the Schedules and Exhibits hereto. Arranger. KeyBanc Capital Markets. Assignment and Acceptance Agreement. See Section 18.1. Banks. KeyBank, the other Banks a party hereto, and any other Person who becomes an assignee of any rights of a Bank pursuant to Section 18. Base Rate. The greater of (a) the variable annual rate of interest announced from time to time by Agent at Agent's Head Office as its "prime rate" or (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate (rounded upwards, if necessary, to the next one-eighth of one percent). The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind. Base Rate Loans. The Term Base Rate Loans. Board. See the definition of Change of Control. Borrower. As defined in the preamble hereto. Business Day. Any day on which banking institutions located in the same city and state as the Agent's Head Office and in New York are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day. Capitalized Lease. A lease under which a Person is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles. Change of Control. The occurrence of any one of the following events: (a) during any twelve month period on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors or Trustees of the Trust (the "Board") (together with any new directors whose election by the Board or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board then in office who either were members of the Board at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board then in office; or 2 (b) any Person or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of the Trust equal to at least thirty percent (30%); (c) the Borrower or Trust consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by Section 8.4 of the Unsecured Master Loan Agreement); or (d) the Borrower fails to own, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic interest in the Voting Interest of each Subsidiary Guarantor. Closing Date. The first date on which all of the conditions set forth in Section 10 and Section 11 have been satisfied. Code. The Internal Revenue Code of 1986, as amended. Commitment. With respect to each Bank, the Term Loan Commitment of such Bank. Commitment Percentage. With respect to each Bank, the percentage set forth on Schedule 1.1 hereto as such Bank's percentage of the aggregate Commitments of all of the Banks, as the same may be changed from time to time in accordance with the terms of this Agreement. Compliance Certificate. See Section 7.4(e) of the Unsecured Master Loan Agreement (as hereinafter defined). Consolidated or combined. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, consolidated or combined in accordance with generally accepted accounting principles. Contribution Agreement. That certain Contribution Agreement dated of even date herewith among the Borrower, the Trust and the Subsidiary Guarantors. Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with Section 4.1. Co-Syndication Agents. JPMorgan Chase Bank, N.A. and Bank of America, N.A. Debt Offering. The issuance and sale by the Borrower or any Guarantor of any debt securities of the Borrower or such Guarantor. Default. See Section 12.1. Defaulting Bank. See Section 14.5(c). 3 Directions. See Section 14.12. Documentation Agent. Deutsche Bank Trust Company Americas. Dollars or $. Dollars in lawful currency of the United States of America. Domestic Lending Office. Initially, the office of each Bank designated as such in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any, located within the United States that will be making or maintaining Base Rate Loans. Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Term Loan Maturity Date, as applicable, is converted or combined in accordance with Section 4.1. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower, a Guarantor or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See Section 6.18(a) of the Unsecured Master Loan Agreement (as hereinafter defined). Equity Offering. The issuance and sale by the Borrower or any Guarantor of any equity securities of the Borrower or such Guarantor. ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or any Guarantor under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Event of Default. See Section 12.1. Federal Funds Effective Rate. For any day, the rate per annum (rounded to the nearest one hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate", or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three (3) Federal funds brokers of recognized standing selected by the Agent. generally accepted accounting principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its 4 predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Notwithstanding the foregoing, for the purposes of the financial calculations hereunder, any amount otherwise included therein from a mark-up or mark-down of a derivative product of a Person shall be excluded. Ground Lease. A ground lease as to which no default or event of default has occurred and containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of forty (40) years or more from the Closing Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee's interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Guarantors. Collectively, the Trust and each Subsidiary Guarantor, and individually, any one such Guarantor. Guaranty. The Unconditional Guaranty of Payment and Performance dated of even date herewith made by the Guarantors in favor of the Agent and the Banks, as the same may be modified or amended, such Guaranty to be in form and substance satisfactory to the Agent. Hazardous Substances. See Section 6.18(b). Indebtedness. All obligations, contingent and otherwise, that in accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, but without any double counting, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect (including, without limitation, any obligations evidenced by bonds, debentures, notes or similar debt instruments); (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss through an agreement to purchase goods, supplies or services 5 for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (d) any obligation as a lessee or obligor under a Capitalized Lease; (e) all subordinated debt (other than Trust Preferred Equity); (f) all obligations to purchase under agreements to acquire (but excluding agreements which provide that the seller's remedies thereunder are limited to market liquidated damages in the event the purchaser defaults thereunder), or otherwise to contribute money with respect to, properties under "development" within the meaning of Section 8.9 of the Unsecured Master Loan Agreement; and (g) all obligations, contingent or deferred or otherwise, of any Person, including, without limitation, any such obligations as an account party under acceptance, letter of credit or similar facilities including, without limitation, obligations to reimburse the issuer in respect of a letter of credit except for contingent obligations (but excluding any guarantees or similar obligations) that are not material and are incurred in the ordinary course of business in connection with the acquisition or obtaining commitments for financing of Real Estate. Interest Payment Date. As to each Base Rate Loan, the first day of each calendar month during the term of such Base Rate Loan and as to each LIBOR Rate Loan, the first day of each calendar month during the term of such LIBOR Rate Loan and the last day of the Interest Period relating thereto. Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such Loan and ending one, two, three or six months (or, with the consent of the Banks, a period of less than one (1) month) thereafter and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, that Interest Period shall end and the next Interest Period shall commence on the next preceding or succeeding LIBOR Business Day as determined conclusively by the Agent in accordance with the then current bank practice in the London Interbank Market; (ii) if the Borrower shall fail to give notice as provided in Section 4.1, the Borrower shall be deemed to have requested a conversion of the affected LIBOR Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto; and (iii) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the applicable Maturity Date. Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term "Investment" shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts 6 receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented as a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. Joinder Agreement. The joinder agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to Section 5.2 by any additional Guarantor, substantially in the form of Exhibit B hereto. KeyBank. As defined in the preamble hereto. LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. LIBOR Lending Office. Initially, the office of each Bank designated as such in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining LIBOR Rate Loans. LIBOR Rate. For any LIBOR Rate Loan for any Interest Period, the average rate (rounded to the nearest 1/100th) as shown in Dow Jones Markets (formerly Telerate) (Page 3750) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If Dow Jones Markets no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Agent may select a replacement index. For any period during which a Reserve Percentage shall apply, the LIBOR Rate with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Rate Loans. The Term LIBOR Rate Loans. Loan Documents. This Agreement, the Notes (if any), the Guaranty and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or the Guarantors in connection with the Loans. Loans. The Term Loans. 7 Majority Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is more than fifty percent (50%); provided, that, in determining said percentage at any given time, all then existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only, to exclude the Commitment Percentages of such Defaulting Banks. Multiemployer Plan. Any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by the Borrower, a Guarantor or any ERISA Affiliate. Net Offering Proceeds. The gross cash proceeds received by the Borrower or any Guarantor as a result of a Debt Offering or an Equity Offering less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Borrower or such Guarantor in connection therewith. Non-Consenting Bank. See Section 18.9. Notes. The Term Loan Notes, if any. Notice. See Section 19. Obligations. All indebtedness, obligations and liabilities of the Borrower and the Guarantors to any of the Banks and the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. OFAC. Office of Foreign Asset Control of the Department of the Treasury of the United States of America. Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities. Person. Any individual, corporation, partnership, limited liability company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Real Estate. All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries. 8 Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note. Register. See Section 18.2. REIT Status. With respect to the Trust, its status as a real estate investment trust as defined in Section 856(a) of the Code. Related Fund. With respect to any Bank which is a fund that invests in loans, any Affiliate of such Bank or any other fund that invests in loans that is managed by the same investment advisor as such Bank or by an Affiliate of such Bank or such investment advisor. Release. See Section 6.18(c)(iii) of the Unsecured Master Loan Agreement (as hereinafter defined). Required Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is equal to or greater than sixty-six and two-thirds percent (66.66%); provided that in determining said percentage at any given time, all then existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Banks. Reserve Percentage. For any day with respect to a LIBOR Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves (including, without limitation, all base, supplemental, marginal and other reserves) under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage. SEC. The federal Securities and Exchange Commission. Short-term Investments. As defined in the Unsecured Master Loan Agreement. State. A state of the United States of America. Subsidiary. Any corporation, association, partnership, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes or controlling interests) of the outstanding Voting Interests. Subsidiary Guarantor. Collectively, Rossford Development LLC, Ramco Roseville Plaza LLC and each Subsidiary of Borrower or the Trust which becomes a Guarantor pursuant to Section 5.2. Tax Indemnity Agreement. That certain Tax Agreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust). 9 Term Base Rate Loans. The Term Loans bearing interest by reference to the Base Rate. Term LIBOR Rate Loans. The Term Loans bearing interest by reference to the LIBOR Rate. Term Loan or Term Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal amount of $22,600,000.00 made by the Term Loan Banks hereunder. Term Loan Banks. Collectively, the Banks which have a Term Loan Commitment, the initial Term Loan Banks being identified on Schedule 1.1 hereto. Term Loan Commitment. As to each Term Loan Bank, the amount equal to such Term Loan Bank's Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to Borrower. Term Loan Commitment Percentage. With respect to each Term Loan Bank, the percentage set forth on Schedule 1.1 hereto as such Term Loan Bank's percentage of the aggregate Term Loan to Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. Term Loan Maturity Date. September 23, 2006, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof. Term Loan Note. A promissory note made by the Borrower in favor of a Term Loan Bank in the principal face amount equal to such Term Loan Bank's Term Loan Commitment, in substantially the form of Exhibit A hereto. Titled Agents. The Arranger and the Co-Syndication Agents. Total Commitment. The sum of the Commitments of the Banks, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Twenty-Two Million Six Hundred Thousand and No/100 Dollars ($22,600,000.00). Trust Preferred Equity. Any preferred equity interest (and related note) issued by the Trust (or a subsidiary trust created to issue such securities) (a) which has a minimum remaining term of not less than five (5) years (b) which is unsecured and which is not guaranteed by any other Person, (c) which imposes no financial or negative covenants (or other covenants, representations or defaults which have the same practical effect thereof) on the Trust, the Borrower or their respective Subsidiaries, (d) pursuant to which all claims and liabilities of the Trust, Borrower and its Subsidiary with respect thereto are subordinate to the payment of the Obligations of the Borrower, the Trust and their respective Subsidiaries on terms acceptable to the Agent, and as to which subordination provisions the Agent and the Banks shall be third party beneficiaries, (e) which provides that, upon the non-payment of the note and any dividends or other distributions that are required to be paid or made with respect thereto, the only available remedies to the holders thereof or any trustee or agent acting on their behalf are (x) the assumption of one or more seats on the Board of the Trust and/or (y) the blockage of (A) payments of any dividends or other distributions to the holders of the common shares of the 10 Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity, or (B) payments of amounts in redemption of or to repurchase common shares of the Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity, and (f) which does not violate the terms of Section 8.10 of the Unsecured Master Loan Agreement. Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan. Unconsolidated Affiliate. As to any Person, any other Person in which it owns an interest which is not a Subsidiary. Unsecured Master Loan Agreement. The Unsecured Master Loan Agreement dated December 13, 2005, by and among Borrower, Trust, KeyBank, individually and as Agent, and the other banks from time to time a party thereto, as such agreement exists as of the date hereof. In the event the Unsecured Master Loan Agreement shall be modified or any of the provisions thereof shall be waived thereunder in writing and the Required Banks hereunder shall have approved the same as banks under the Unsecured Master Loan Agreement, then such amendment or waiver shall be deemed to be part of the definition of Unsecured Master Loan Agreement. Voting Interests. Stock or similar ownership interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, (a) to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, partnership, trust or other business entity involved, or (b) to control, manage, or conduct the business of the corporation, partnership, association, trust or other business entity involved. Wholly Owned Subsidiary. Any Subsidiary of Borrower or the Trust in which all of the equity interests (other than in the case of a corporation, director's qualifying shares) are at the time directly or indirectly owned by Borrower or the Trust. SECTION 1.2. RULES OF INTERPRETATION. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (f) The words "include", "includes" and "including" are not limiting. 11 (g) The words "approval" and "approved", as the context so determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of Michigan, have the meanings assigned to them therein. (i) Reference to a particular "Section", refers to that section of this Agreement unless otherwise indicated. (j) The words "herein", "hereof", "hereunder" and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. SECTION 2. THE CREDIT FACILITY. SECTION 2.1. INTENTIONALLY OMITTED. SECTION 2.2. COMMITMENT TO LEND TERM LOAN. Subject to the terms and conditions set forth in this Agreement, each of the Term Loan Banks severally agrees to lend to Borrower on the Closing Date such Term Loan Bank's Term Loan Commitment. The Term Loans shall be fully disbursed on the Closing Date. SECTION 2.3. INTENTIONALLY OMITTED. SECTION 2.4. INTEREST ON LOANS. (a) Intentionally omitted. (b) Intentionally omitted. (c) Each Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a rate per annum equal to the Base Rate. (d) Each Term LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term LIBOR Rate Loan is repaid or is converted to a Term Base Rate Loan at the rate per annum equal to the sum of the LIBOR Rate determined for such Interest Period plus 1.35%. (e) The Borrower promises to pay interest on each Loan to it in arrears on each Interest Payment Date with respect thereto. (f) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in Section 4.1. 12 SECTION 2.5. INTENTIONALLY OMITTED. SECTION 2.6. FUNDS FOR LOANS. (a) Not later than 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Term Loans, each of the Term Loan Banks, as applicable, will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to Section 2.2. Upon receipt from each such Bank of such amount, and upon receipt of the documents required by Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of Term Loans, made available to the Agent by the Term Loan Banks, by crediting such amount to the account of the Borrower maintained at the Agent's Head Office or by transferring such amount to an account designated by Borrower. The failure or refusal of any Term Loan Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Term Loan Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Loans. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.5. (b) Unless the Agent shall have been notified by any Bank prior to the applicable Drawdown Date that such Bank will not make available to the Agent such Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Bank has made such share of the proposed Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to Borrower, and such Bank shall be liable to the Agent for the amount of such advance. If such Bank does not pay such corresponding amount upon the Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Bank at the Federal Funds Effective Rate. SECTION 2.7. INTENTIONALLY OMITTED. SECTION 2.8. INTENTIONALLY OMITTED. SECTION 2.9. INTENTIONALLY OMITTED. SECTION 2.10. INTENTIONALLY OMITTED. SECTION 2.11. EVIDENCE OF DEBT. The indebtedness of the Borrower resulting from the Loans made by each Bank from time to time shall be evidenced by one or more accounts or records maintained by such Bank and the Agent in the ordinary course of business, including, without limitation, the amounts of principal and interest payable and paid to such Bank from time to time 13 hereunder. The Borrower hereby irrevocably authorizes Agent and the Banks to make, or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment thereof, an appropriate notation on Agent's and the Bank's records reflecting the making of such Loan or (as the case may be) the receipt of such payment. The Agent shall maintain accounts or records in accordance with its usual practice in which it shall record: (i) the date and the amount of each Loan made hereunder, the Type of Loan and, if appropriate, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Bank's share thereof. The accounts or records maintained by the Agent and each Bank shall be prima facie evidence of the existence and amounts of the Obligations recorded therein and shall be conclusive absent manifest error of the amount of the Loans made by the Banks to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder or under the Notes, if any, to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Bank and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. The Borrower agrees that upon the request of any Bank made through the Agent (whether for purposes of pledge, enforcement or otherwise), the Borrower shall promptly execute and deliver to such Bank (through the Agent) a Term Loan Note, as applicable, payable to the order of such Bank, which shall evidence such Bank's Loans in addition to such accounts or records. Each Bank may attach schedules to its Notes and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. SECTION 3. REPAYMENT OF THE LOANS. SECTION 3.1. STATED MATURITY. The Borrower promises to pay on the Term Loan Maturity Date and there shall become absolutely due and payable on the Term Loan Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon. SECTION 3.2. MANDATORY PREPAYMENTS. If at any time (a) the Unsecured Term Loan Agreement is terminated, or (b) all of the "Revolving Credit Commitments" (as defined in the Unsecured Term Loan Agreement) are terminated, then in any of such events the Commitment under this Agreement shall terminate and the Borrower shall immediately pay to Agent on behalf of the Banks all principal, interest and other amounts due and payable under this Agreement. SECTION 3.3. OPTIONAL PREPAYMENTS. The Borrower shall have the right, at its election, to prepay the outstanding amount of the applicable Loans, as a whole or in part, at any time without penalty or premium; provided, that if any full or partial prepayment of the outstanding amount of any LIBOR Rate Loan is made other than on the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to Section 4.8. The Borrower shall give the Agent, no later than 10:00 a.m., Cleveland time, at least five (5) Business Days' prior written notice of any prepayment pursuant to this Section 3.3, in each case specifying the proposed date of payment of Loans and the principal amount to be paid. 14 SECTION 3.4. PARTIAL PREPAYMENTS. Each partial prepayment of the Loans under Section 3.3 shall be in a minimum amount of $100,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment and, after payment of such interest, shall be applied, to the principal of the Term Loans, and within each category, first to the principal of the Base Rate Loans and then to the principal of the LIBOR Rate Loans. SECTION 3.5. EFFECT OF PREPAYMENTS. Any portion of the Term Loans that is prepaid may not be reborrowed. SECTION 4. CERTAIN GENERAL PROVISIONS. SECTION 4.1. CONVERSION OPTIONS. (a) The Borrower may elect from time to time to convert any of its outstanding Term Loans to a Term Loan of another Type and such Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day's prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than four (4) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in an aggregate principal amount of less than $500,000 or a Term LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. 15 SECTION 4.2. INTENTIONALLY OMITTED. SECTION 4.3. INTENTIONALLY OMITTED. SECTION 4.4. FUNDS FOR PAYMENTS. (a) All payments of principal, interest, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Banks and the Agent, as the case may be, at the Agent's Head Office, not later than 1:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank designated by the Borrower, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Banks under the Loan Documents. (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. (c) Each Bank organized under the laws of a jurisdiction outside the United States shall provide the Borrower with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Bank, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Bank; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under Section 4.4(b). Each Bank shall deliver photocopies of such forms or other appropriate certifications on or before the date that any such form shall expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower for the Agent. Any Bank which sells a participation in any of its Commitments shall be required to obtain such forms from any participant, and shall be required to withhold any amounts from such participant as required by the Code or Treasury Regulations issued pursuant thereto. 16 SECTION 4.5. COMPUTATIONS. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The outstanding amount of the Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount. SECTION 4.6. SUSPENSION OF LIBOR RATE LOANS. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall reasonably determine that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate for such Interest Period, or the Agent shall reasonably determine that the LIBOR Rate will not adequately and fairly reflect the cost to the Banks of making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Banks. SECTION 4.7. ILLEGALITY. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Bank or its LIBOR Lending Office shall assert that it is unlawful, for any Bank to make or maintain LIBOR Rate Loans, such Bank shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Banks to make LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. SECTION 4.8. ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion thereof is repaid, or converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in Section 12.1, the Borrower will pay to the Agent upon demand for the account of the Banks in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, any amounts required to compensate the Banks for any losses, costs or expenses which may reasonably be incurred as a result of such payment, reapportionment or conversion. SECTION 4.9. ADDITIONAL COSTS, ETC. Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the 17 interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment the Loans (other than taxes based upon or measured by the income or profits or gross receipts of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. SECTION 4.10. CAPITAL ADEQUACY. If after the date hereof any Bank determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Bank or its parent bank holding company with any guideline, request or directive of any such 18 entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Bank's or such holding company's capital as a consequence of such Bank's commitment to make Loans hereunder to a level below that which such Bank or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such holding company's then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Bank to be material, then such Bank may notify the Borrower thereof. The Borrower agrees to pay to such Bank the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Bank of a statement of the amount and setting forth such Bank's calculation thereof. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 4.11. INDEMNITY OF BORROWER. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from and against any loss, cost or expense that such Bank may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, or (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Conversion Request. SECTION 4.12. INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue principal on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents (other than interest on the Loans) shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate per annum equal to two percent (2.0%) above the rate that would otherwise be applicable at such time until such amount shall be paid in full (after as well as before judgment). Overdue interest on the Loans shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate equal to the lesser of (i) a per annum rate equal to two percent (2.0%) above the rate that would otherwise be applicable at such time or (ii) the maximum annual rate of interest permitted by applicable law until such amount shall be paid in full (after as well as before judgment), provided that in no event shall such rate exceed ten percent (10%) per annum. In addition, the Borrower shall pay a late charge equal to four percent (4.0%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the Loan Documents, which is not paid by the Borrower within fifteen (15) days after the same shall become due and payable. SECTION 4.13. CERTIFICATE. A certificate setting forth any amounts payable pursuant to Section 4.8, Section 4.9, Section 4.10, Section 4.11 or Section 4.12 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive in the absence of manifest error. SECTION 4.14. LIMITATION ON INTEREST. Notwithstanding anything in this Agreement to the contrary, all agreements between the Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, 19 interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the Borrower, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This section shall control all agreements between the Borrower and the Banks and the Agent. SECTION 4.15. INTENTIONALLY OMITTED. SECTION 5. UNSECURED OBLIGATION; GUARANTY. SECTION 5.1. COLLATERAL. The Banks have agreed to make the Loans to the Borrower for the account of Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations shall be guaranteed pursuant to the terms of the Guaranty. SECTION 5.2. NEW GUARANTORS. (a) Requirement to Become Guarantor. In the event that any Wholly Owned Subsidiary of Borrower or the Trust, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall own or be the lessee under a Ground Lease of an Unencumbered Borrowing Base Property (as defined in the Unsecured Master Loan Agreement) or otherwise have a leasehold or other interest in an Unencumbered Borrowing Base Property (as defined in the Unsecured Master Loan Agreement), then Borrower shall cause such Subsidiary to execute and deliver to the Agent each of the following items, each in form and substance satisfactory to the Agent: (i) a Joinder Agreement and (ii) the items that would have been delivered under Section 10.2 through Section 10.5 if such Subsidiary had been a Guarantor as of the date hereof. The organizational agreements of each such Subsidiary created after the Closing Date shall specifically authorize each such Subsidiary to guarantee the Obligations. (b) Release of a Guarantor. The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Trust and/or the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the Trust and/or the Borrower in connection with such disposition, (B) such 20 Guarantor will be the borrower with respect to Secured Indebtedness (as defined in the Unsecured Master Loan Agreement) permitted under this Agreement, which Indebtedness will be secured by a Lien (as defined in the Unsecured Master Loan Agreement) on the assets of such Guarantor, or (C) the Trust and/or the Borrower has contributed or simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to the Trust, which may only be released upon the written approval of Agent and all of the Banks. SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER. The Borrower and the Trust, jointly and severally, represent and warrant to the Agent and the Banks as follows. SECTION 6.1. CORPORATE AUTHORITY, ETC. (a) Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties (as defined in the Unsecured Loan Agreement) are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of Section 856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code. (b) Subsidiaries. Each of the Subsidiaries of the Borrower and the Trust (i) is a corporation, limited partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now 21 conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate held by it is located and in each other jurisdiction where a failure to be so qualified could have a materially adverse effect on the business, assets or financial condition of the Borrower, the Trust, or such Subsidiary. (c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantors or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, partnership agreement, declaration of trust or other charter documents or bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person. (d) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which the Borrower, the Guarantors or any of their respective Subsidiaries is or is to become a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. SECTION 6.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantors or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained. SECTION 6.3. INTENTIONALLY OMITTED. SECTION 6.4. INTENTIONALLY OMITTED. SECTION 6.5. INTENTIONALLY OMITTED. SECTION 6.6. INTENTIONALLY OMITTED. SECTION 6.7. LITIGATION. Except as stated on Schedule 6.7 there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of such person threatened against the Borrower, the Guarantors or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board that, if adversely determined, might, either in any case or in the aggregate, materially adversely affect the properties, assets, financial condition or business of such Person or materially impair the right of such Person to 22 carry on business substantially as now conducted by it, or result in any liability not adequately covered by insurance, or for which adequate reserves are not maintained on the balance sheet of such Person, or which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto or any lien or security interest created or intended to be created pursuant hereto or thereto, or which will adversely affect the ability of the Borrower or the Guarantors to pay and perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents. Except as set forth on Schedule 6.7, as of the date of this Agreement, there are no judgments outstanding against or adversely affecting any of the Borrower, the Guarantors or any of their respective Subsidiaries. SECTION 6.8. INTENTIONALLY OMITTED. SECTION 6.9. INTENTIONALLY OMITTED. SECTION 6.10. INTENTIONALLY OMITTED. SECTION 6.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and is continuing. SECTION 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the Borrower, the Guarantors or any of their respective Subsidiaries is or after giving effect to any Loan will be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. SECTION 6.13. INTENTIONALLY OMITTED. SECTION 6.14. INTENTIONALLY OMITTED. SECTION 6.15. INTENTIONALLY OMITTED. SECTION 6.16. INTENTIONALLY OMITTED. SECTION 6.17. REGULATIONS T, U AND X. No portion of any Loan is to be used for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither the Borrower nor any Guarantor is engaged, and neither the Borrower nor any Guarantor will engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. SECTION 6.18. INTENTIONALLY OMITTED. SECTION 6.19. INTENTIONALLY OMITTED. SECTION 6.20. INTENTIONALLY OMITTED. 23 SECTION 6.21. LOAN DOCUMENTS. All of the representations and warranties made by or on behalf of the Borrower, the Guarantors, and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Banks pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower, the Guarantors nor any of their respective Subsidiaries has failed to disclose such information as is necessary to make such representations and warranties not misleading. SECTION 6.22. INTENTIONALLY OMITTED. SECTION 6.23. BROKERS. None of the Borrower, the Guarantors or any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder. SECTION 6.24. INTENTIONALLY OMITTED. SECTION 6.25. SOLVENCY. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower, the Guarantors nor any of their Subsidiaries is insolvent on a balance sheet basis such that the sum of such Person's assets exceeds the sum of such Person's liabilities, such Person is able to pay its debts as they become due, and such Person has sufficient capital to carry on its business. SECTION 6.26. CONTRIBUTION AGREEMENT. Borrower has delivered or made available to the Agent a true, correct and complete copy of the Contribution Agreement. The Contribution Agreement is in full force and effect in accordance with its terms, there are no material claims resulting from non-performance of the terms thereof or otherwise or any basis for a material claim by any party to the Contribution Agreement, nor has there been any waiver of any material terms thereunder. SECTION 6.27. NO FRAUDULENT INTENT. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. SECTION 6.28. TRANSACTION IN BEST INTERESTS OF BORROWER; CONSIDERATION. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower, the Guarantors, each of their respective Subsidiaries and the creditors of such Persons. The direct and indirect benefits to inure to the Borrower, the Guarantors and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more than "reasonably equivalent value" (as such term is used in Section 548 of the Bankruptcy Code) and "valuable consideration," "fair value," and "fair consideration," (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantors and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of the Guarantors to guaranty the Loan, Borrower would be unable to obtain the financing contemplated hereunder 24 which financing will enable the Borrower and its Subsidiaries to have available financing to refinance existing indebtedness and to conduct and expand their business. SECTION 6.29. INTENTIONALLY OMITTED. SECTION 6.30. INTENTIONALLY OMITTED. SECTION 6.31. INTENTIONALLY OMITTED. SECTION 6.32. INTENTIONALLY OMITTED. SECTION 6.33. RESTATEMENT OF REPRESENTATIONS SET FORTH IN THE UNSECURED LOAN AGREEMENT. The Borrower and the Trust restate and affirm each and every representation and warranty set forth in the Unsecured Master Loan Agreement as if the same were more fully set forth herein. SECTION 7. AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER. The Trust (to the extent hereinafter provided) and the Borrower covenant and agree that, so long as any Loan or Note is outstanding or any Bank has any obligation to make any Loans: SECTION 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes as well as all other sums owing pursuant to the Loan Documents. SECTION 7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan, 48334, or at such other place in the United States of America as the Borrower shall designate upon prior written notice to the Agent and the Banks, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents may be given or made. SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower and the Trust will (a) keep, and cause each of their respective Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower nor the Guarantors nor any of their respective Subsidiaries shall, without the prior written consent of the Majority Banks, (x) make any material changes to the accounting principles used by such Person in preparing the financial statements and other information described in Section6.4 or (y) change its fiscal year. SECTION 7.4. INTENTIONALLY OMITTED. SECTION 7.5. NOTICES. (a) Defaults. The Borrower will promptly notify the Agent in writing of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any 25 other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, the Guarantors or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or Event of Default or would have a material adverse effect on the Borrower or any Guarantor or any of their respective Subsidiaries, the Borrower shall forthwith give written notice thereof to the Agent and each of the Banks, describing the notice or action and the nature of the claimed default. (b) INTENTIONALLY OMITTED. (c) INTENTIONALLY OMITTED. (d) Notification of Banks. Promptly after receiving any notice under this Section 7.5, the Agent will forward a copy thereof to each of the Banks, together with copies of any certificates or other written information that accompanied such notice. SECTION 7.6. INTENTIONALLY OMITTED. SECTION 7.7. INTENTIONALLY OMITTED. SECTION 7.8. INTENTIONALLY OMITTED. SECTION 7.9. INSPECTION OF PROPERTIES AND BOOKS. The Borrower and the Trust shall permit the Banks at such Bank's expense to visit and inspect any of the properties of the Borrower, the Guarantors or any of their respective Subsidiaries, and at the Borrower's expense to examine the books of account of the Borrower, the Guarantors or any of their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Guarantors or any of their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent or any Bank may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such examinations more often than once in any twelve (12) month period. The Banks shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Borrower's normal business operations. SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower and the Trust will comply with, and will cause each of their respective Subsidiaries to comply in all respects with, (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws (as defined in the Unsecured Master Loan Agreement), (ii) the provisions of its corporate charter, partnership agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties. If at any time while any Loan or Note is outstanding or the Banks have any obligation to make Loans hereunder, any authorization, consent, approval, permit or 26 license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or the Guarantors may fulfill any of its obligations hereunder or under the other Loan Documents, the Borrower will immediately take or cause to be taken all steps necessary to obtain or cause such Guarantor or Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Banks with evidence thereof. SECTION 7.11. USE OF PROCEEDS. Subject to the terms, covenants and conditions set forth herein, the Borrower will use the proceeds of the Loans to the Borrower solely to provide financing for purchasing that real property located in Kissimmee, Florida and commonly referred to as SuperTarget at Kissimmee West (which is intended by Borrower to be an "Unencumbered Borrowing Base Property" as defined in the Unsecured Master Loan Agreement) and to pay closing costs hereunder. SECTION 7.12. FURTHER ASSURANCES. Each of the Borrower and the Trust will cooperate with, and will cause each of their respective Subsidiaries to cooperate with the Agent and the Banks and execute such further instruments and documents as the Banks or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. SECTION 7.13. COMPLIANCE. The Borrower and the Trust shall operate their respective businesses, and shall cause each of their respective Subsidiaries to operate its business, in compliance with the terms and conditions of this Agreement and the other Loan Documents. The Trust shall at all times comply with all requirements of applicable laws necessary to maintain REIT Status, shall elect to be treated as a real estate investment trust and shall operate its business in compliance with the terms and conditions of this Agreement and the other Loan Documents. SECTION 7.14. INTENTIONALLY OMITTED. SECTION 7.15. INTENTIONALLY OMITTED. SECTION 7.16. INTENTIONALLY OMITTED. SECTION 7.17. INTENTIONALLY OMITTED. SECTION 7.18. INTENTIONALLY OMITTED. SECTION 7.19. INTENTIONALLY OMITTED SECTION 7.20. INCREASE OF REVOLVING CREDIT COMMITMENT. (a) Notwithstanding the terms and provisions of Section 2.8 of the Unsecured Master Loan Agreement, the Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any of the Banks has any obligation to make any Loans that the Borrower shall only be permitted to increase the Total Revolving Credit Commitment (as defined in the Unsecured Master Loan Agreement) by a total amount of $70,000,000.00. 27 (b) In the event that the Borrower fails to pay on the Term Loan Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon, Borrower and Trust hereby authorizes the Banks to exercise on Borrower's behalf, Borrower's right to increase the Total Revolving Credit Commitment by an amount necessary to pay all Term Loans Outstanding, and Borrower shall pay any fees and expenses due to the Agent and the Revolving Credit Banks under the Unsecured Master Loan Agreement relating to such increase. SECTION 7.21. COMPLIANCE WITH COVENANTS IN UNSECURED MASTER LOAN AGREEMENT. The Borrower agrees to, and agrees to cause the Guarantors to, perform and comply with each and every covenant, whether affirmative or negative, of the Borrower or the Guarantors set forth in the Unsecured Master Loan Agreement and the other "Loan Documents" (as defined in the Unsecured Master Loan Agreement) as if the same were more fully set forth herein. In the event that the Unsecured Master Loan Agreement shall terminate or otherwise be of no force or effect, then the obligation of the Borrower and the Guarantors hereunder to perform each and every covenant therein and to restate and reaffirm every representation and warranty therein shall survive notwithstanding such termination. Borrower and Trust shall furnish to Agent each of the financial statements, reports, compliance certificates and other items and information required under Article 7 of the Unsecured Master Loan Agreement to be delivered to the "Agent" or the "Banks" thereunder, in the form and on the dates required by the Unsecured Master Loan Agreement to be delivered to the "Agent" or the "Banks" for so long as this Agreement is in effect; provided that the delivery of such items to the Banks as "Banks" and the "Agent" under the Unsecured Master Loan Agreement shall satisfy the foregoing requirement. Upon the request of Agent, the Borrower and Guarantors shall enter into such amendments to the Loan Documents as Agent may reasonably request to incorporate some or all of the representatives, warranties and covenants of the Unsecured Master Loan Agreement into the Loan Documents. SECTION 8. INTENTIONALLY OMITTED. SECTION 9. INTENTIONALLY OMITTED. SECTION 10. CLOSING CONDITIONS. The obligations of the Agent and the Banks to enter into this Agreement and to make the Loans shall be subject to the satisfaction of the following: SECTION 10.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Agent. The Agent shall have received a fully executed copy of each such document, except that each Bank shall have received a fully executed counterpart of its Note, if any. SECTION 10.2. CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS. The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate 28 charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification. SECTION 10.3. RESOLUTIONS. All action on the part of the Borrower, the Guarantors, or any of their respective Subsidiaries as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Trust true copies of the resolutions adopted by its board of directors authorizing the transactions described herein, each certified by its secretary as of a recent date to be true and complete. SECTION 10.4. INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The Agent shall have received incumbency certificates, dated as of the date of this Agreement, signed by a duly authorized officer of the Trust (with respect to the Borrower and the Guarantors) and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of the Borrower and the Guarantors, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the date of this Agreement, signed by a duly authorized officer of the Borrower and giving the name and specimen signature of each individual who shall be authorized to make Loan and Conversion Requests, and to give notices and to take other action on behalf of the Borrower under the Loan Documents. SECTION 10.5. OPINION OF COUNSEL. The Agent shall have received a favorable opinion addressed to the Banks and the Agent and dated as of the date of this Agreement, in form and substance satisfactory to the Banks and the Agent, from counsel of the Borrower and the Guarantors as to such matters as the Agent shall reasonably request. SECTION 10.6. INTENTIONALLY OMITTED. SECTION 10.7. PERFORMANCE; NO DEFAULT. The Borrower and Guarantors shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. SECTION 10.8. REPRESENTATIONS AND WARRANTIES. The representations and warranties made by the Borrower, the Guarantors and their Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing Date. SECTION 10.9. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent's Special Counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such 29 documents and such other certificates, opinions or documents as the Agent and the Agent's Special Counsel may reasonably require. SECTION 10.10. STOCKHOLDER AND PARTNER CONSENTS. The Agent shall have received evidence satisfactory to the Agent that all necessary stockholder, member and partner consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained. SECTION 10.11. COMPLIANCE CERTIFICATE. A Compliance Certificate dated as of the date of this Agreement demonstrating compliance with each of the covenants calculated therein as of the most recent fiscal quarter end for which the Borrower or the Trust has provided financial statements under Section 6.4, adjusted in the best good faith estimate of the Borrower or the Guarantor, as applicable, dated as of the date of this Agreement shall have been delivered to the Agent. SECTION 10.12. INTENTIONALLY OMITTED. SECTION 10.13. CONTRIBUTION AGREEMENT. The Agent shall have received a fully executed counterpart of the Contribution Agreement. SECTION 10.14. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan. SECTION 10.15. GOVERNMENTAL REGULATION. Each Bank shall have received such statements in substance and form reasonably satisfactory to such Bank as such Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. SECTION 10.16. INTENTIONALLY OMITTED. SECTION 10.17. OTHER. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent's Special Counsel may reasonably have requested. SECTION 11. CONDITIONS TO ALL BORROWINGS. The obligations of the Banks to make any Loan, whether on or after the date of this Agreement, shall also be subject to the satisfaction of the following conditions precedent: SECTION 11.1. PRIOR CONDITIONS SATISFIED. All conditions set forth in Section 10 shall continue to be satisfied as of the date upon which any Loan is to be made. SECTION 11.2. REPRESENTATIONS TRUE; NO DEFAULT. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan with the same effect as if made at and as of that time (except to the extent of changes resulting 30 from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing. The Agent shall have received a certificate of the Borrower and the Trust signed by an authorized officer of the Borrower and the Trust to such effect. SECTION 11.3. INTENTIONALLY OMITTED. SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC. SECTION 12.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of any of the Loans after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower shall fail to pay any interest on the Loans, or any other fees or sums due hereunder or under any of the other Loan Documents, within ten (10) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or any Guarantor or any of their respective Subsidiaries shall fail to perform or observe any term, covenant, condition or agreement contained in Section 7.21 and such failure under this Section 12.1(c) shall, as to the particular covenant or covenants contained in the Unsecured Master Loan Agreement not so performed or observed continue beyond the period of any grace or notice and cure period set forth in the Unsecured Master Loan Agreement with respect to the non-performance of such covenant; (d) the Borrower or any Guarantor or any of their respective Subsidiaries shall fail to perform any other material term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified in this Section 12), and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; (e) any representation or warranty made by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such borrowed money or credit received or other Indebtedness for such period of time as 31 would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment or purchase thereof, provided that the events described in this Section 12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this Section 12.1(f), involve singly or in the aggregate obligations for borrowed money or credit received totaling in excess of $10,000,000.00; (g) the Borrower, any Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any such Person or of any substantial part of the assets of any thereof, (ii) shall commence any case or other proceeding relating to any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, any Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (i) a decree or order is entered appointing any trustee, custodian, liquidator or receiver or adjudicating any of the Borrower, any Guarantor or any of their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (j) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, any uninsured final judgment against any of the Borrower, any Guarantor or any of their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate $10,000,000.00; (k) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower, any Guarantor, any of their respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the 32 effect that, any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (l) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Trust or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of their respective Subsidiaries other than as permitted under the terms of this Agreement or the other Loan Documents; (m) any suit or proceeding shall be filed against the Borrower or any Guarantor or any of their respective Subsidiaries or any of their respective assets which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them if adversely determined, would have a materially adverse effect on the ability of the Borrower, any Guarantor or any of their respective Subsidiaries to perform each and every one of its obligations under and by virtue of the Loan Documents and such suit or proceeding is not dismissed within sixty (60) days following the filing or commencement thereof; (n) the Borrower, any Guarantor, any of their respective Subsidiaries or any Person so connected with them shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of Borrower, any Guarantor or any of their respective Subsidiaries, including the Real Estate; (o) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, any Guarantor or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (p) a Change of Control shall occur; (q) either of the President or Chief Executive Officer of the Trust approved by the Majority Banks as of the date of this Agreement shall cease to be the President or Chief Executive Officer, as applicable, of the Trust and a competent and experienced successor for such Person shall not be approved by the Majority Banks within six (6) months of such event, such approval not to be unreasonably withheld; (r) any Event of Default (as defined in any of the other Loan Documents) shall occur; or (s) An "Event of Default" (as defined in the Unsecured Master Loan Agreement) shall occur. 33 then, and in any such event, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i), all such amounts shall become immediately due and payable automatically without any requirement of presentment, demand, protest or other notice of any kind from any of the Banks or the Agent. SECTION 12.2. LIMITATION OF CURE PERIODS. Notwithstanding the provisions of subsections (b) and (d) of Section 12.1, the cure periods provided therein shall not be allowed and the occurrence of a Default thereunder immediately shall constitute an Event of Default for all purposes of this Agreement and the other Loan Documents if, within the period of twelve (12) months immediately preceding the occurrence of such Default, there shall have occurred two (2) periods of cure or portions thereof under any one or more than one of said subsections. SECTION 12.3. TERMINATION OF COMMITMENTS. If any one or more Events of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i) shall occur, then immediately and without any action on the part of the Agent or any Bank any unused portion of the credit hereunder shall terminate and the Banks shall be relieved of all obligations to make Loans to the Borrower. No termination under this Section 12.3 shall relieve the Borrower of its obligations to the Banks arising under this Agreement or the other Loan Documents. SECTION 12.4. REMEDIES. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Banks shall have accelerated the maturity of the Loans pursuant to Section 12.1, the Agent on behalf of the Banks may, with the consent of the Majority Banks but not otherwise, proceed to protect and enforce their rights and remedies under this Agreement, the Notes, or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, including to the full extent permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right. No remedy herein conferred upon the Agent or the holder of any of the Obligations is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorneys' fees. SECTION 12.5. DISTRIBUTION OF PROCEEDS. In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: 34 (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6, and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), (ii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata, and (iii) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. SECTION 13. SETOFF. Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower or any Guarantor and any securities or other property of the Borrower or any Guarantor in the possession of such Bank may be applied to or set off against the payment of Obligations of such Person and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Person to such Bank; provided that no Bank shall exercise such right of setoff without the prior approval of the Agent. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or any Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Obligations owed to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. 35 SECTION 14. THE AGENT. SECTION 14.1. AUTHORIZATION. The Agent is authorized to take such action on behalf of each of the Banks and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Bank or to create any agency or fiduciary relationship. Agent shall act as the contractual representative of the Banks hereunder, and notwithstanding the use of the term "Agent" it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any Bank or by reason of this Agreement or any of the other Loan Documents and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Loan Agreement and the other Loan Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Banks pursuant to this Agreement and the other Loan Documents. SECTION 14.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. SECTION 14.3. NO LIABILITY. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable to any of the Banks for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Banks, unless the Agent has received notice from a Bank or the Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a "notice of default". SECTION 14.4. NO REPRESENTATIONS. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Obligations, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Obligations, or for any recitals or statements, warranties or representations made herein or any agreement, instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, the Guarantor or any of their 36 respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any other of the Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantor, any of their respective Subsidiaries or any holder of any of the Obligations shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Banks, with respect to the creditworthiness or financial condition of the Borrower, the Guarantors or any of their respective Subsidiaries or the value of any of the assets of the Borrower, the Guarantors or their respective Subsidiaries. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. Agent's Special Counsel has only represented Agent and KeyBank in connection with the Loan Documents and the only attorney-client relationship or duty of care is between Agent's Special Counsel and Agent or KeyBank. Each Bank has been independently represented by separate counsel on all matters regarding the Loan Documents. SECTION 14.5. PAYMENTS. (a) A payment by the Borrower or the Guarantors to the Agent hereunder or under any of the other Loan Documents for the account of any Bank shall constitute a payment to such Bank. The Agent agrees to distribute to each Bank not later than one Business Day after the Agent's receipt of good funds, determined in accordance with the Agent's customary practices, such Bank's pro rata share of payments received by the Agent for the account of the Banks except as otherwise expressly provided herein or in any of the other Loan Documents. In the event the Borrower makes payments to Agent in immediately available funds on or before the time required in this Agreement for such payment, and Agent fails to distribute such amounts on the same Business Day as received, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. (b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this Section 14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Banks, the Agent shall distribute to each Bank, based on their respective Commitment Percentages, its pro rata share of the interest or other earnings from such deposited amount. 37 (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that fails (i) to make available to the Agent its pro rata share of any Loan, (ii) to comply with the provisions of Section 13 with respect to making dispositions and arrangements with the other Banks, where such Bank's share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, or (iii) to perform any other obligation within the time period specified for performance, or if no time period is specified, if such failure continues for a period of five (5) Business Days after notice from the Agent, shall be deemed a defaulting Bank (a "Defaulting Bank") and shall be deemed a Defaulting Bank until such time as such delinquency is satisfied. In addition to the rights and remedies that may be available to the Agent at law and in equity, a Defaulting Bank's right to participate in the administration of the Loan Documents, including, without limitation, any rights to consent to or direct any action or inaction of the Agent pursuant to this Agreement or otherwise, or to be taken into account in the calculation of Required Banks, Majority Banks or any matter requiring approval of all of the Banks, shall be suspended while such Bank is a Defaulting Bank. A Defaulting Bank shall be deemed to have assigned any and all payments due to it from the Borrower and the Guarantors, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-defaulting Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans. The Defaulting Bank hereby authorizes the Agent to distribute such payments to the non-defaulting Banks in proportion to their respective pro rata shares of all outstanding Loans. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrower as to its desired application of payments. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the obligations of any Defaulting Bank any amounts to be paid to such Defaulting Bank under this Agreement, (ii) to collect interest from such Bank for the period from the date on which the payment was due at the rate per annum equal to the Federal Funds Effective Rate plus two percent (2%), for each day during such period, and (iii) bring an action or suit against such Defaulting Bank in a court of competent jurisdiction to recover the defaulted obligations of such Defaulting Bank. A Defaulting Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the non-defaulting Banks or as a result of other payments by the Defaulting Banks to the non-defaulting Banks, the Banks' respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. SECTION 14.6. HOLDERS OF NOTES. Subject to the terms of Article 18, the Agent may deem and treat the payee of any Obligation and any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. SECTION 14.7. INDEMNITY. The Banks ratably hereby agree to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower as required by Section 15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Agent's actions taken 38 hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent's willful misconduct or gross negligence. SECTION 14.8. AGENT AS BANK. In its individual capacity, the Bank acting as the Agent shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Obligations and the Notes as it would have were it not also the Agent. SECTION 14.9. RESIGNATION. The Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Banks and the Borrower. The Majority Banks may remove the Agent from its capacity as Agent in the event of the Agent's willful misconduct or gross negligence. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent's willful misconduct or gross negligence. Upon any such resignation, the Majority Banks shall have the right to appoint as a successor Agent, any Bank or any bank whose senior debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent, shall be reasonably acceptable to the Borrower. If no successor Agent, shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Bank's removal of the Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be any Bank or a bank whose debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent, hereunder by a successor Agent, such successor Agent, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent's resignation or removal, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. SECTION 14.10. DUTIES IN THE CASE OF ENFORCEMENT. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may, and if so requested by the Majority Banks and the Banks have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have. The Majority Banks may direct the Agent in writing as to the method and the extent of any such exercise, the Banks hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. 39 SECTION 14.11. BANKRUPTCY. In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Banks. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Majority Banks, the Required Banks or all of the Banks as required by this Agreement. Each Bank irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Banks requesting that Agent file such proof of claim. SECTION 14.12. APPROVALS. If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Banks, the Required Banks the Majority Banks is required or permitted under this Agreement, each Bank agrees to give the Agent, within ten (10) Business Days of receipt of the request for action together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively "Directions") in respect of any action requested or proposed in writing pursuant to the terms hereof. If consent is required for the requested action, any Bank's failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action. In the event that any recommendation is not approved by the requisite number of Banks and a subsequent approval on the same subject matter is requested by Agent, then for the purposes of this paragraph each Bank shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. Agent and each Bank shall be entitled to assume that any officer of the other Banks delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Banks have otherwise been notified in writing. SECTION 14.13. BORROWER NOT BENEFICIARY. Except for the provisions of Section 14.9 relating to the appointment of a successor Agent, the provisions of this Section 14 are solely for the benefit of the Agent and the Banks, may not be enforced by Borrower or any Guarantor, and except for the provisions of Section 14.9, may be modified or waived without the approval or consent of Borrower and Guarantors. SECTION 15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Banks (other than taxes based upon the Agent's or any Bank's gross or net income), (c) the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein (excluding, however, the preparation of agreements evidencing participation granted under Section 18.4), each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the reasonable fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned herein, and the making of each advance hereunder, (e) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be 40 employees of any Bank or the Agent and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any Bank or the Agent) incurred by any Bank or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent's or any of the Bank's relationship with the Borrower or the Guarantors, (f) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings, (g) all reasonable fees, expenses and disbursements (including reasonable attorneys' fees and costs) which may be incurred by KeyBank and the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents, (h) all reasonable fees and expenses and disbursements (including reasonable attorneys' fees and costs), not to exceed $5,000.00 in the aggregate, which may be incurred by KeyBank in connection with each and every assignment of interests in the Loans pursuant to Section 18.1, and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the syndication of the Loans. The covenants of this Section 15 shall survive payment or satisfaction of payment of the Obligations. SECTION 16. INDEMNIFICATION. The Borrower and the Trust, jointly and severally, agree to indemnify and hold harmless the Agent, the Banks and the Arranger and each director, officer, employee, agent and Person who controls the Agent or any Bank from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation (a) any brokerage, finders or similar fees asserted against any Person indemnified under this Section 16 based upon any agreement, arrangement or action made or taken, or alleged to have been made or taken, by the Borrower, the Guarantors or any of their respective Subsidiaries, (b) any condition of the Real Estate, (c) any actual or proposed use by the Borrower or the Guarantors of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of any of the Borrower, the Guarantors or any of their respective Subsidiaries, (e) the Borrower entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Real Estate, (g) with respect to the Borrower, the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information (other than any ongoing usage fees following the closing of the transactions contemplated by this Agreement), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that neither the Borrower nor the Trust shall be obligated under this Section 16 to indemnify any Person for 41 liabilities arising from such Person's own gross negligence or willful misconduct. In litigation, or the preparation therefor, the Banks, the Agent and the Arranger shall be entitled to select a single nationally recognized law firm as their own counsel and, in addition to the foregoing indemnity, the Borrower and the Trust agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Borrower and the Trust under this Section 16 are unenforceable for any reason, the Borrower and the Trust hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 16 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder. SECTION 17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Banks and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Banks of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Bank has any obligation to make any Loans. The indemnification obligations of the Borrower and the Trust provided herein and the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Banks hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate or other paper delivered to any Bank or the Agent at any time by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder. SECTION 18. ASSIGNMENT AND PARTICIPATION. SECTION 18.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given their prior written consent to such assignment, which consent shall not be unreasonably withheld (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Lender, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an "Assignment and Acceptance Agreement") in the form of Exhibit D hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of 42 the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent; and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment. SECTION 18.2. REGISTER. The Agent for itself and on behalf of the Borrower shall maintain a copy of each assignment delivered to it and a register or similar list (the "Register") for the recordation of the names and addresses of the Banks and the Commitment Percentages of, and principal amount of the Loans owing to the Banks from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Banks at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Bank agrees to pay to the Agent a registration fee in the sum of $3,500. Contemporaneous assignments by a Bank to multiple Related Funds will be treated as a single assignment for the purposes of such registration fee. SECTION 18.3. NEW NOTES. Upon its receipt of an assignment executed by the parties to such assignment, together with each Note, if any, subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall if requested execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assumed by such assignee pursuant to such assignment and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower. SECTION 18.4. PARTICIPATIONS. Each Bank may sell participations to one or more banks or other entities in all or a portion of such Bank's rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrower, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, the right to approve waivers, amendments or modifications, 43 (c) such participant shall have no direct rights against the Borrower or the Guarantors except the rights granted to the Banks pursuant to Section 13, (d) such sale is effected in accordance with all applicable laws, and (e) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or the Guarantors. Any Bank which sells a participation shall promptly notify the Agent of such sale and the identity of the purchaser of such interest. SECTION 18.5. PLEDGE BY BANK. Any Bank may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341 or, with Agent's prior written approval, to another Person. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. Any Term Loan Bank may with the consent of the Agent pledge all or any portion of its rights and interests under this Agreement (including all or any portion of its Term Loan Note) to a Person approved by Agent. SECTION 18.6. NO ASSIGNMENT BY BORROWER OR THE TRUST. Neither the Borrower nor the Trust shall assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks. SECTION 18.7. DISCLOSURE. The Borrower and the Trust each agrees that in addition to disclosures made in accordance with standard banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. In addition, the Banks may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty's professional advisors. SECTION 18.8. AMENDMENTS TO LOAN DOCUMENTS. Upon any such assignment or participation, the Borrower and the Trust shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment or participation. SECTION 18.9. MANDATORY ASSIGNMENT. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the "Non-Consenting Bank"), then, within thirty (30) days after Borrower's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such 44 purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank's original Note. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank's Commitment. No registration fee under Section 18.2 shall be required in connection with such assignment. SECTION 18.10. TITLED AGENTS. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Bank. SECTION 19. NOTICES. Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this Section 19 referred to as "Notice") must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or telex, and addressed as follows: If to the Agent or KeyBank: KeyBank National Association 1200 Abernathy Road, N.E. Suite 1550 Atlanta, Georgia 30328 Attn: Daniel Silbert Telecopy No.: (770) 510-2195 With a copy to: McKenna Long & Aldridge LLP 5300 SunTrust Plaza 303 Peachtree Street Atlanta, Georgia 30308 Attn: William F. Timmons, Esq. Telecopy No.: (404) 527-4198 45 If to the Borrower or the Guarantor: Ramco-Gershenson Properties, L.P. Ramco-Gershenson Properties Trust Suite 300 31500 Northwestern Highway Farmington Hills, Michigan 48334 Attn: Chief Financial Officer Telecopy No.: (248) 350-9925 With a copy to: Honigman Miller Schwartz & Cohn LLP Suite 100 38500 Woodward Avenue Bloomfield Hills, Michigan 48304-5048 Attn: Alan M. Hurvitz, Esq. Telecopy No.: (248) 566-8455 to each other Bank a party hereto at the address for such party set forth on the signature page for such Bank, and to each other Bank which may hereafter become a party to this Agreement at such address as may be designated by such Bank. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by facsimile, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt, or if sent by facsimile, upon receipt or the next Business Day if received after 5:00 p.m. (Cleveland time) or on a day that is not a Business Day. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Borrower, the Trust, a Bank or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. SECTION 20. RELATIONSHIP. Neither the Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantors or their respective Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Bank and the Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. 46 SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AND THE TRUST EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF OHIO OR THE STATE OF MICHIGAN OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE TRUST BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER AND THE TRUST EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. SECTION 22. HEADINGS. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. SECTION 23. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. SECTION 24. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27. SECTIN 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF THE BORROWER, THE TRUST, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND THE TRUST 47 EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE TRUST EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 25. SECTON 26. DEALINGS WITH THE BORROWER OR THE GUARANTORS. The Agent, the Banks and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries or any of their affiliates regardless of the capacity of the Agent or the Bank hereunder. The Banks acknowledge that, pursuant to such activities, the Agent, a Bank or its affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent or such Bank, as applicable, shall be under no obligation to provide such information to them. SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Loans; except as otherwise provided herein, a change in the Maturity Date of the Loans; an increase or a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to Section 18.1; a forgiveness, reduction or waiver of thE principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than late fees) payable to a Bank hereunder; the release of the Borrower or the Guarantors except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Majority Banks or the Required Banks, or all of the Banks; or an amendment of this Section 27, and (b) the provisions of Section 7.21 as it relates to Section 9 of the UnseCured Master Loan Agreement and any of the definitions used therein may not be modified, amended or waived without the written consent of the Required Banks. The amount of the Agent's fee payable for the Agent's account and the provisions of Section 14 may not be amended or waived without the written consent of the 48 Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances. SECTION 28. SEVERABILITY. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. SECTION 29. TIME OF THE ESSENCE. Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower or the Trust under this Agreement and the other Loan Documents. SECTION 30. NO UNWRITTEN AGREEMENTS. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. SECTION 31. REPLACEMENT OF NOTES. Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. SECTION 32. TRUST EXCULPATION. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature 49 is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust's interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17 of the UnsecureD Master Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Attachable Assets"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 to the Unsecured Master Loan Agreement, all under the heading of "Other Permitted Assets", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Other Permitted Assets"). The Agent and the Banks have agreed to the terms of this Section 32 solely based upon the representation and covenant oF Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this Section 32 to the contrary, the foregoing limitation oN liability and recourse to the Trust (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower. SECTION 33. PATRIOT ACT. Each Bank and the Agent (for itself and not on behalf of any Bank) hereby notifies the Borrower and Guarantors that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, the Guarantors and their respective Subsidiaries, which information includes names and addresses and other information that will allow such Bank or the Agent, as applicable, to identify Borrower, the Guarantors and their respective Subsidiaries in accordance with the Patriot Act. [SIGNATURE PAGES FOLLOW] 50 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above. RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust By: /s/ Richard Smith ------------------------------------ Richard Smith Chief Financial Officer RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: /s/ Richard Smith ------------------------------------ Richard Smith Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, individually and as Agent By: /s/ Daniel L. Silbert ------------------------------------ Name: Daniel L. Silbert Title: Senior Banker [Signature Page to Unsecured Term Loan Agreement - KeyBank/Ramco Dec. 2005 JPMORGAN CHASE BANK, N.A., individually and as Co-Syndication Agent By: /s/ Michael W. Edwards ------------------------------------ Name: Michael W. Edwards Title: Senior Vice President JPMorgan Chase Bank, N.A. 611 Woodward Avenue MII-8029 Detroit, Michigan 48226 Attn: Elizabeth Lilley BANK OF AMERICA, N.A., individually and as Co-Syndication Agent By: /s/ Elizabeth D. Lilley ------------------------------------ Name: Elizabeth D. Lilly Title First Vice President Bank of America, N.A. IL1-231-10-35 231 S. LaSalle Street Chicago, Illinois 60697 Attn: Cheryl Sneor EXHIBIT A FORM OF TERM LOAN NOTE $_________________ __________, 2005 FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, hereby promises to pay to _______________________ ________ or order, in accordance with the terms of that certain Unsecured Term Loan Agreement dated as of December 21, 2005 (the "Loan Agreement"), as from time to time in effect, among the undersigned, KeyBank National Association, for itself and as Agent, and such other Banks as may be from time to time named therein, to the extent not sooner paid, on or before the Term Loan Maturity Date, the principal sum of __________________________ Dollars ($_____________), with daily interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement. Interest shall be payable on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Payments hereunder shall be made to KeyBank National Association, as Agent for the payee hereof, at 127 Public Square, Cleveland, Ohio 44114-1306 or such other address as may be designated by Agent. This Note is one of one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower. All interest A-1 paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the Banks and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Loan Agreement. In addition to and not in limitation of the foregoing and the provisions of the Loan Agreement hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to the conflict of laws rules of any jurisdiction). The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. Recourse to the general partner of the Borrower shall be limited as provided in Section 32 of the Loan Agreement. IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note under seal as of the day and year first above written. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: /s/ Richard J. Smith ------------------------------------ Title: Chief Financial Officer A-2 EXHIBIT B FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of __________________, 20__, by _______________________________________, a __________________________ ("Joining Party"), and delivered to KeyBank National Association, as Agent, pursuant to Section 5.2 of the Unsecured Term Loan Agreement dated as of December 21, 2005, as from time to time in effect (the "Credit Agreement"), among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Trust"), KeyBank National Association, for itself and as Agent, and the other Banks from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement. RECITALS A. Joining Party is required, pursuant to Section 5.2 of the Credit Agreement, to become an additionaL Subsidiary Guarantor under the Guaranty and the Contribution Agreement. B. Joining Party expects to realize direct and indirect benefits as a result of the availability to Borrower of the credit facilities under the Credit Agreement. NOW, THEREFORE, Joining Party agrees as follows: AGREEMENT 2. Joinder. By this Joinder Agreement, Joining Party hereby becomes a "Subsidiary Guarantor" and a "Guarantor" under the Credit Agreement, the Guaranty and the other Loan Documents with respect to all the Obligations of Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a "Subsidiary Guarantor" under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a Subsidiary Guarantor and a Guarantor under the Credit Agreement, the Guaranty, the other Loan Documents and the Contribution Agreement. 3. Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor. B-1 4. Joint and Several. Joining Party hereby agrees that, as of the Effective Date, the Guaranty and the Contribution Agreement heretofore delivered to the Agent and the Banks shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty and the Contribution Agreement to confirm such obligation. 5. Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement. 6. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OF ANY JURISDICTION). 7. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement. 8. The effective date (the "Effective Date") of this Joinder Agreement is _________________, 20__. IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written. "JOINING PARTY" , --------------------------------------- a -------------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SEAL] ACKNOWLEDGED: KEYBANK NATIONAL ASSOCIATION, as Agent By: --------------------------------- Its: -------------------------------- [Printed Name and Title] B-2 EXHIBIT C FORM OF COMPLIANCE CERTIFICATE KeyBank National Association, as Agent 1200 Abernathy Road, N.E. Suite 1550 Atlanta, Georgia 30328 Attn: Mr. Daniel L. Silbert Ladies and Gentlemen: Reference is made to the Unsecured Term Loan Agreement dated as of December 21, 2005 (the "Loan Agreement") by and among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Trust"), KeyBank National Association, for itself and as Agent, and the other Banks from time to time party thereto. Terms defined in the Loan Agreement and not otherwise defined herein are used herein as defined in the Loan Agreement. Pursuant to the Loan Agreement, the Borrower is furnishing to you herewith (or have most recently furnished to you) the financial statements of the Borrower, the Trust and their respective Subsidiaries for the fiscal period ended _____________________ (the "Balance Sheet Date"). Such financial statements have been prepared in accordance with generally accepted accounting principles and present fairly the financial position of the Borrower, the Trust and the Subsidiaries covered thereby at the date thereof and the results of their operations for the periods covered thereby, subject in the case of interim statements only to normal year-end audit adjustments. This certificate is submitted in compliance with requirements of Section 7.21 or Section 10.11 of the Loan AgreemEnt or such other provision of the Loan Agreement requiring the delivery of a Compliance Certificate. If this certificate is provided under a provision other than Section 7.21, the calculations provided below are made using thE financial statements of the Borrower, the Trust and their respective Subsidiaries as of the Balance Sheet Date adjusted in the best good-faith estimate of the Borrower and the Trust to give effect to the making of a Loan, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the Borrower's and the Guarantor's estimate of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial or chief accounting officer of the Trust and of the general partner of the Borrower. The undersigned officers have caused the provisions of the Loan Documents to be reviewed and have no knowledge of any Default or Event of Default. [Note: If the signers do have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and the Trust with respect thereto.] The Borrower and the Trust are attaching hereto the Unencumbered Borrowing Base Property Certificate and supporting information. C-1 The Borrower and the Trust are providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto. IN WITNESS WHEREOF, we have hereunto set our hand this ____ day of _____________, 200__. RAMCO-GERSHENSON PROPERTIES, L.P. By: Ramco-Gershenson Properties Trust, its General Partner By: /s/ Richard J. Smith ------------------------------------ Title: Chief Financial Officer RAMCO-GERSHENSON PROPERTIES TRUST By: /s/ Richard J. Smith ------------------------------------ Title: Chief Financial Officer C-2 APPENDIX A TO COMPLIANCE CERTIFICATE [TO BE ATTACHED] C-3 EXHIBIT D FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement") dated _____________, _____, by and between _________________________________ ("Assignor"), and ____________________________ ("Assignee"). WITNESETH: WHEREAS, Assignor is a party to that certain Unsecured Term Loan Agreement, dated December 21, 2005, by and among Ramco-Gershenson Properties, L.P., a Delaware limited partnership ("Borrower"), Ramco-Gershenson Properties Trust (the "Trust"), KeyBank National Association, the other Banks that are or may become a party thereto, and KeyBank National Association, as Agent (the "Loan Agreement"); and WHEREAS, Assignor desires to transfer to Assignee a Term Loan Commitment under the Loan Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto; NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Definitions. Terms defined in the Loan Agreement and used herein without definition shall have the respective meanings assigned to such terms in the Loan Agreement. 2. Assignment. (a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the "Assignment Date" (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a $_______________ Term Loan Commitment, and a ____________________ percent (_____%) Term Loan Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Loan Agreement and the other Loan Documents (the assigned interests being hereinafter referred to as the "Assigned Interests"), including Assignor's share of all outstanding Term Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Bank under and signatory to the Loan Agreement having a Term Loan Commitment Percentage equal to the amount of the respective Assigned Interests. (b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Bank under and signatory to the Loan Agreement, which obligations shall include, but shall not be limited to, the obligation to make Term Loans to the Borrower with respect to the Assigned Interests and to indemnify the Agent as provided therein (such obligations, together with all other obligations set forth in the Loan Agreement and the D-1 other Loan Documents are hereinafter collectively referred to as the "Assigned Obligations"). Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests. 3. Representations and Requests of Assignor. (a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the amount of Assignor's Term Loan Commitment is $____________ and the aggregate outstanding principal balance of the Term Loans made by it equals $____________, and (iii) that it has forwarded to the Agent the Term Loan Note held by Assignor, if any. Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the Guarantors or the continued existence, sufficiency or value of any assets of the Borrower or the Guarantors which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrower or the Guarantors of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim. (b) If the applicable box is checked below, Assignor requests that the Agent obtain replacement notes for each of Assignor and Assignee as provided in the Loan Agreement. [ ] Replacement Note Requested for Assignor [ ] Replacement Note Requested for Assignee 4. Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Banks all of the representations, warranties and covenants of a Bank under Articles 14 and 18 of the Loan Agreement. Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Bank, the Agent or any Titled Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; (e) agrees that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank; (f) represents and warrants that Assignee is not a Person controlling, controlled by or D-2 under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors; and (g) agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption or non-exemption from deduction or withholding of any United States federal income taxes. 5. Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount pursuant to their separate agreement representing the aggregate principal amount outstanding of the Term Loans owing to Assignor under the Loan Agreement and the other Loan Documents with respect to the Assigned Interests. 6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by Section 18.2 of the Loan Agreement. 7. Effectiveness. (a) The effective date for this Agreement shall be _______________ (the "Assignment Date"). Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent. (b) Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to the Loan Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Bank thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its obligations under the Loan Agreement. (c) Upon such acceptance and recording and from and after the Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee. (d) All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan. 8. Notices. Assignee specifies as its address for notices and its Lending Office for all assigned Loans, the offices set forth below: Notice Address: _________________________ _________________________ _________________________ _________________________ Attn: ___________________ Facsimile: ______________ Domestic Lending Office: Same as above D-3 LIBOR Lending Office: Same as above 9. Payment Instructions. All payments to Assignee under the Loan Agreement shall be made as provided in the Loan Agreement in accordance with the following instructions: _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ 10. Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT REFERENCE TO CONFLICT OF LAWS). 11. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement. 12. Amendments. This Agreement may not be amended, modified or terminated except by an agreement in writing signed by Assignor and Assignee, and consented to by Agent. 13. Successors. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted by the terms of Loan Agreement. [signatures on following page] D-4 IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date first above written. ASSIGNEE: By: ------------------------------------ Title: --------------------------------- ASSIGNOR: By: ------------------------------------ Title: --------------------------------- RECEIPT ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO BY: KEYBANK NATIONAL ASSOCIATION, as Agent By: --------------------------------- Title: ------------------------------ D-5 ASSIGNMENT APPROVED BY: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: --------------------------------- Name: ------------------------------- Title: ------------------------------ D-6 SCHEDULE 1.1 BANKS AND COMMITMENTS TERM LOAN

Term Loan Term Loan Commitment Commitment Percentage -------------- ----------- KeyBank National Association $ 7,600,000.00 33.6283186% 127 Public Square 8th Floor Cleveland, Ohio 44114-1306 LIBOR Lending Office Same as above JPMorgan Chase Bank, N.A. $ 7,500,000.00 33.1858407% 611 Woodward Avenue MII-8029 Detroit, Michigan 48226 LIBOR Lending Office Same as above Bank of America, N.A. $ 7,500,000.00 33.1858407% IL1-231-10-35 231 S. LaSalle Street Chicago, Illinois 60697 LIBOR Lending Office Same as above Total $22,600,000.00 100%

SCHEDULE 1.1 - PAGE 1 SCHEDULE 6.7 LITIGATION 1. Matters covered by insurance policies, except for applicable deductibles. 2. Landlord/Tenant claims in the ordinary course of business. 3. Matters disclosed in the Form 10-K filed with the SEC, including the IRS tax matter. 4. Alleged ADA violations at the Bagel Joint at Sunshine Plaza; Access for the Disabled, Inc., Robert Cohen, and Patricia Kennedy v. Ramco-Gershenson Properties, L.P. US District Court Southern District of Florida Case No. 05-61246-CIV-LENARD. 5. Internal Revenue Service Examinations: IRS Audit Resolution for Years 1991 to 1995 We were the subject of an IRS examination of our taxable years ended December 31, 1991 through 1995. We refer to this examination as the IRS Audit. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit. We refer to this agreement as the Closing Agreement. Pursuant to the terms of the Closing Agreement (i) our "REIT taxable income" was adjusted for each of 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was terminated for 1994; (iii) we were not permitted to reelect REIT status for 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 1996 was treated, for all purposes of 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 million and $809 for our 1992 and 1993 taxable years respectively; (vii) we consented to the assessment and collection, by the IRS, of $770 in tax deficiencies; (viii) we consented to the assessment and collection, by the IRS, of interest on such tax deficiencies and deficiency dividends and (ix) 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. In addition, because we lost our REIT status for 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 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, in May 1996, we entered into the Tax Agreement with Atlantic under which Atlantic assumed all of our SCHEDULE 6.7 - PAGE 1 tax liabilities 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. 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 $2.2 million, 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 million 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 $2.2 million in recognition of our payment of the deficiency dividend. In the notes to the consolidated financial statements of Atlantic's most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, for the quarter ended June 30, 2005, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies, deficiency dividend, and interest reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2.2 million in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts, on behalf of the Company, assessed by the IRS to date. Current IRS Examination The IRS is currently conducting an examination of us for our taxable years ended December 31, 1996 and 1997. We refer to this examination as the IRS Examination. On April 13, 2005, the IRS issued two examination reports to us with respect to the IRS Examination. The first examination report seeks to disallow certain deductions and losses we took in 1996 and to disqualify us as a REIT for the years 1996 and 1997. The second report also proposes to disqualify us as a REIT for our taxable years ended December 31, 1998 through 2000, years we had not previously been notified were under examination, and to not allow us to reelect REIT status for 2001 through 2004. Insofar as the reports seek to disqualify us as a REIT, we vigorously dispute the IRS' positions, and we have been advised by legal counsel that the IRS' positions set forth in the reports with respect to our disqualification as a REIT are unsupported by the facts and applicable law. We discuss this issue in greater detail below under the subheading "Disqualification as a REIT". We dispute the disallowance of certain deductions and losses for 1996 and believe that amounts which may be assessed against us with respect to any such disallowance would constitute items covered under the Tax Agreement. We discuss this issue in greater detail below under the subheading "Disallowance of Certain Deductions and Losses". We have contested the reports by filing a protest with the Appeals Office of the IRS on May 31, 2005. Although Atlantic has filed a Form 8-K with the SEC stating that it has been advised by counsel that it would not have any obligation to indemnify us with respect to any tax, interest or penalty which may be assessed against us in connection with the IRS Examination, we disagree with such SCHEDULE 6.7 - PAGE 2 position and, if the need arises, intend to pursue collection of amounts related to the 1996 tax year from Atlantic under the Tax Agreement. Disqualification as a REIT The examination reports propose to disqualify us as a REIT for our taxable years 1996 through 2000 for reasons relating to our ownership of stock in Ramco-Gershenson, Inc. and for our alleged failure to meet the requirement to demand from record holders of our shares certain information regarding the actual ownership of those shares. The reports also propose not to allow us to reelect REIT status for 2001 through 2004. As described below, we believe, and have been advised by legal counsel, that the positions set forth in the examination reports pursuant to which the IRS proposes to disqualify us as a REIT are unsupported by the facts and applicable law. First, the IRS asserts that a "commonality of interests and control" between us and Ramco Gershenson, Inc., by reason of the ownership of voting stock in Ramco-Gershenson, Inc. by certain of our trustees and members of our management, resulted in our "deemed" prohibited ownership of more than 10% of the voting stock in Ramco-Gershenson, Inc. We have been advised by counsel that the structure of our ownership of stock in Ramco-Gershenson, Inc., and the governance thereof, are consistent with the form and structure of similar subsidiaries used by other large REITs and should not provide a valid basis for the disqualification of the Company as a REIT for any of the tax years covered by the examination reports. Secondly, the IRS proposes to disqualify us as a REIT for 1996 through 2000 for our alleged failure to meet the shareholder-record keeping requirement because we did not request certain information from holders of interests in our operating partnership. We have been advised by counsel that the IRS has erred in their determination that we were required to make such a demand from our partners merely by reason of their ownership of interests in our operating partnership. Finally, the IRS proposes not to allow us to reelect to be a REIT for 2001 through 2004 based on our alleged failure to qualify as a REIT for 2000. We believe, based on the advice of counsel, that if we were disqualified for 1996, we would be allowed to reelect REIT status for our 2001 tax year. Disallowance of Certain Deductions and Losses The examination reports also propose to disallow certain deductions and losses taken in 1996. We believe that, in many material respects, the positions based on which the IRS proposes to disallow such deductions and losses are unsupported by the facts and applicable law. Protest; Potential Impact We have contested the positions taken in the examination reports through the filing of a protest with the Appeals Office of the IRS on May 31, 2005. Pursuant to such filing, we would expect to have a meeting with an Appeals Officer of the IRS sometime in the future. If we cannot obtain a satisfactory result through the administrative appeals process, we may pursue judicial review of the determination. SCHEDULE 6.7 - PAGE 3 If all of the positions taken (exclusive of the proposed revocation of our REIT status for 2001 through 2004) and adjustments proposed in the examination reports were sustained, then we would be liable for approximately $22.0 million in combined tax, penalties and interest (as calculated by the IRS through April 13, 2005). If we were successful in opposing the positions taken in the first examination report (which relates to 1996 and 1997) and the second examination report (which relates to 1998 through 2000), other than the proposed increase in our REIT taxable income resulting from disallowance of certain deductions for 1996, then we could avoid being disqualified as a REIT by paying a deficiency dividend in the amount (if any) necessary to satisfy the requirement that we distribute each year a certain minimum amount of our REIT taxable income for such year. In the event we were required to pay a deficiency dividend, such dividend would be treated as an addition to tax for the year to which it relates, and we would be subject to the assessment and collection by the IRS of interest on such addition to tax. The second examination report (which relates to 1998 through 2000) does not quantify our potential liability for combined tax, penalties and interest resulting from the proposed revocation of our REIT status for 2001 through 2004. Such potential liability could be substantial and could have a material adverse effect on our financial position, results of operations and cash flows. If we were to fail to qualify as a REIT for any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates for such year, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and, to the extent we were not indemnified against such liability by Atlantic under the Tax Agreement, would reduce the amount of our cash available for distribution to our shareholders, which in turn could have a material adverse impact on the value of, and trading prices for, our common shares. In addition, we would not be able to reelect REIT status until the fifth taxable year following the initial year of disqualification unless we were to qualify for relief under applicable provisions of the Code. Upon a new REIT election, we would be required to distribute any earnings and profits that we had accumulated during the taxable years in which we failed to qualify as a REIT. If we failed to qualify as a REIT for more than two taxable years, we would be subject to corporate level tax during the ten-year period beginning on the first day of our REIT year with respect to any built-in gain we recognize on the disposition of any asset held on such date. Tax Agreement with Atlantic Certain tax deficiencies, interest, and penalties, which may be assessed against us in connection with the IRS Examination, may constitute covered items under the Tax Agreement. Atlantic has filed a Form 8-K in which it disclosed that it has been advised by counsel that it does not have any obligation to make any payment to or indemnify us in any manner for any tax, interest or penalty set forth in the examination report relating to 1996 and 1997. We disagree with this position and believe that some or all of the amounts which may be assessed against us with respect to the disallowance of certain deductions and losses for 1996 would constitute covered items under the Tax Agreement. If Atlantic prevails in its position that it is not required to indemnify us under the Tax Agreement with respect to liabilities we incur as a result of the IRS Examination, then we would be required to pay for such liabilities out of our own funds. Even if we prevail in our position that Atlantic is required to indemnify us under the Tax Agreement with respect to such liabilities, Atlantic may not have sufficient assets at the time to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of SCHEDULE 6.7 - PAGE 4 our own funds. According to the quarterly report on Form 10-Q filed by Atlantic for the quarter ended June 30, 2005, Atlantic had net assets of approximately $82.6 million (as determined pursuant to the liquidation basis of accounting). The IRS may also assess taxes against us that Atlantic is not required to pay. Accordingly, the ultimate resolution of any tax liabilities arising pursuant to the IRS Audit and the IRS Examination may have a material adverse effect on our financial position, results of operations and cash flows, particularly if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed any indemnification payments we receive from Atlantic. Operating Partnership Examination Report In connection with an ongoing IRS examination of one of our operating partnerships we have also received an examination report, which relates to such partnership's taxable year ended December 31, 1997, which proposes to increase the income of certain of the operating partnership's partners other than us. As such, the proposed adjustments would not result in our being liable for additional tax, penalties or interest. SCHEDULE 6.7 - PAGE 5 TABLE OF CONTENTS

PAGE ---- Section 1. DEFINITIONS AND RULES OF INTERPRETATION....................... 1 Section 1.1. Definitions............................................ 1 Section 1.2. Rules of Interpretation................................ 11 Section 2. THE CREDIT FACILITY........................................... 12 Section 2.1. Intentionally Omitted.................................. 12 Section 2.2. Commitment to Lend Term Loan........................... 12 Section 2.3. Intentionally Omitted.................................. 12 Section 2.4. Interest on Loans...................................... 12 Section 2.5. Intentionally Omitted.................................. 13 Section 2.6. Funds for Loans........................................ 13 Section 2.7. Intentionally Omitted.................................. 13 Section 2.8. Intentionally Omitted.................................. 13 Section 2.9. Intentionally Omitted.................................. 13 Section 2.10. Intentionally Omitted.................................. 13 Section 2.11. Evidence of Debt....................................... 13 Section 3. REPAYMENT OF THE LOANS........................................ 14 Section 3.1. Stated Maturity........................................ 14 Section 3.2. Mandatory Prepayments.................................. 14 Section 3.3. Optional Prepayments................................... 14 Section 3.4. Partial Prepayments.................................... 15 Section 3.5. Effect of Prepayments.................................. 15 Section 4. CERTAIN GENERAL PROVISIONS.................................... 15 Section 4.1. Conversion Options..................................... 15 Section 4.2. Intentionally Omitted.................................. 16 Section 4.3. Intentionally Omitted.................................. 16 Section 4.4. Funds for Payments..................................... 16 Section 4.5. Computations........................................... 17 Section 4.6. Suspension of LIBOR Rate Loans......................... 17 Section 4.7. Illegality............................................. 17 Section 4.8. Additional Interest.................................... 17 Section 4.9. Additional Costs, Etc.................................. 17

-i- TABLE OF CONTENTS (continued)

PAGE ---- Section 4.10. Capital Adequacy....................................... 18 Section 4.11. Indemnity of Borrower.................................. 19 Section 4.12. Interest on Overdue Amounts; Late Charge............... 19 Section 4.13. Certificate............................................ 19 Section 4.14. Limitation on Interest................................. 19 Section 4.15. Intentionally Omitted.................................. 20 Section 5. UNSECURED OBLIGATION; GUARANTY................................ 20 Section 5.1. Collateral............................................. 20 Section 5.2. New Guarantors......................................... 20 Section 6. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER.. 21 Section 6.1. Corporate Authority, Etc............................... 21 Section 6.2. Governmental Approvals................................. 22 Section 6.3. Intentionally Omitted.................................. 22 Section 6.4. Intentionally Omitted.................................. 22 Section 6.5. Intentionally Omitted.................................. 22 Section 6.6. Intentionally Omitted.................................. 22 Section 6.7. Litigation............................................. 22 Section 6.8. Intentionally Omitted.................................. 23 Section 6.9. Intentionally Omitted.................................. 23 Section 6.10. Intentionally Omitted.................................. 23 Section 6.11. No Event of Default.................................... 23 Section 6.12. Holding Company and Investment Company Acts............ 23 Section 6.13. Intentionally Omitted.................................. 23 Section 6.14. Intentionally Omitted.................................. 23 Section 6.15. Intentionally Omitted.................................. 23 Section 6.16. Intentionally Omitted.................................. 23 Section 6.17. Regulations T, U and X................................. 23 Section 6.18. Intentionally Omitted.................................. 23 Section 6.19. Intentionally Omitted.................................. 23 Section 6.20. Intentionally Omitted.................................. 23

-ii- TABLE OF CONTENTS (continued)

PAGE ---- Section 6.21. Loan Documents......................................... 24 Section 6.22. Intentionally Omitted.................................. 24 Section 6.23. Brokers................................................ 24 Section 6.24. Intentionally Omitted.................................. 24 Section 6.25. Solvency............................................... 24 Section 6.26. Contribution Agreement................................. 24 Section 6.27. No Fraudulent Intent................................... 24 Section 6.28. Transaction in Best Interests of Borrower; Consideration.......................................... 24 Section 6.29. Intentionally Omitted.................................. 25 Section 6.30. Intentionally Omitted.................................. 25 Section 6.31. Intentionally Omitted.................................. 25 Section 6.32. Intentionally Omitted.................................. 25 Section 6.33. Restatement of Representations Set Forth in the Unsecured Loan Agreement............................... 25 Section 7. AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER........... 25 Section 7.1. Punctual Payment....................................... 25 Section 7.2. Maintenance of Office.................................. 25 Section 7.3. Records and Accounts................................... 25 Section 7.4. Intentionally Omitted.................................. 25 Section 7.5. Notices................................................ 25 Section 7.6. Intentionally Omitted.................................. 26 Section 7.7. Intentionally Omitted.................................. 26 Section 7.8. Intentionally Omitted.................................. 26 Section 7.9. Inspection of Properties and Books..................... 26 Section 7.10. Compliance with Laws, Contracts, Licenses, and Permits............................................ 26 Section 7.11. Use of Proceeds........................................ 27 Section 7.12. Further Assurances..................................... 27 Section 7.13. Compliance............................................. 27 Section 7.14. Intentionally Omitted.................................. 27 Section 7.15. Intentionally Omitted.................................. 27 Section 7.16. Intentionally Omitted.................................. 27

-iii- TABLE OF CONTENTS (continued)

PAGE ---- Section 7.17. Intentionally Omitted.................................. 27 Section 7.18. Intentionally Omitted.................................. 27 Section 7.19. Intentionally Omitted.................................. 27 Section 7.20. Increase of Revolving Credit Commitment................ 27 Section 7.21. Compliance with Covenants in Unsecured Master Loan Agreement......................................... 28 Section 8. INTENTIONALLY OMITTED......................................... 28 Section 9. INTENTIONALLY OMITTED......................................... 28 Section 10. CLOSING CONDITIONS........................................... 28 Section 10.1. Loan Documents......................................... 28 Section 10.2. Certified Copies of Organizational Documents........... 28 Section 10.3. Resolutions............................................ 29 Section 10.4. Incumbency Certificate; Authorized Signers............. 29 Section 10.5. Opinion of Counsel..................................... 29 Section 10.6. Intentionally Omitted.................................. 29 Section 10.7. Performance; No Default................................ 29 Section 10.8. Representations and Warranties......................... 29 Section 10.9. Proceedings and Documents.............................. 29 Section 10.10. Stockholder and Partner Consents....................... 30 Section 10.11. Compliance Certificate................................. 30 Section 10.12. Intentionally Omitted.................................. 30 Section 10.13. Contribution Agreement................................. 30 Section 10.14. No Legal Impediment.................................... 30 Section 10.15. Governmental Regulation................................ 30 Section 10.16. Intentionally Omitted.................................. 30 Section 10.17. Other.................................................. 30 Section 11. CONDITIONS TO ALL BORROWINGS................................. 30 Section 11.1. Prior Conditions Satisfied............................. 30 Section 11.2. Representations True; No Default....................... 30 Section 11.3. Intentionally Omitted.................................. 31 Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC......................... 31 Section 12.1. Events of Default and Acceleration..................... 31

-iv- TABLE OF CONTENTS (continued)

PAGE ---- Section 12.2. Limitation of Cure Periods............................. 34 Section 12.3. Termination of Commitments............................. 34 Section 12.4. Remedies............................................... 34 Section 12.5. Distribution of Proceeds............................... 34 Section 13. SETOFF....................................................... 35 Section 14. THE AGENT.................................................... 36 Section 14.1. Authorization.......................................... 36 Section 14.2. Employees and Agents................................... 36 Section 14.3. No Liability........................................... 36 Section 14.4. No Representations..................................... 36 Section 14.5. Payments............................................... 37 Section 14.6. Holders of Notes....................................... 38 Section 14.7. Indemnity.............................................. 38 Section 14.8. Agent as Bank.......................................... 39 Section 14.9. Resignation............................................ 39 Section 14.10. Duties in the Case of Enforcement...................... 39 Section 14.11. Bankruptcy............................................. 40 Section 14.12. Approvals.............................................. 40 Section 14.13. Borrower not Beneficiary............................... 40 Section 15. EXPENSES..................................................... 40 Section 16. INDEMNIFICATION.............................................. 41 Section 17. SURVIVAL OF COVENANTS, ETC................................... 42 Section 18. ASSIGNMENT AND PARTICIPATION................................. 42 Section 18.1. Conditions to Assignment by Banks...................... 42 Section 18.2. Register............................................... 43 Section 18.3. New Notes.............................................. 43 Section 18.4. Participations......................................... 43 Section 18.5. Pledge by Bank......................................... 44 Section 18.6. No Assignment by Borrower or the Trust................. 44 Section 18.7. Disclosure............................................. 44 Section 18.8. Amendments to Loan Documents........................... 44

-v- TABLE OF CONTENTS (continued)

PAGE ---- Section 18.9. Mandatory Assignment................................... 44 Section 18.10. Titled Agents.......................................... 45 Section 19. NOTICES...................................................... 45 Section 20. RELATIONSHIP................................................. 46 Section 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE........... 47 Section 22. HEADINGS..................................................... 47 Section 23. COUNTERPARTS................................................. 47 Section 24. ENTIRE AGREEMENT, ETC........................................ 47 Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS............... 47 Section 26. DEALINGS WITH THE BORROWER OR THE GUARANTORS................. 48 Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC........................... 48 Section 28. SEVERABILITY................................................. 49 Section 29. TIME OF THE ESSENCE.......................................... 49 Section 30. NO UNWRITTEN AGREEMENTS...................................... 49 Section 31. REPLACEMENT OF NOTES......................................... 49 Section 32. TRUST EXCULPATION............................................ 49 Section 33. PATRIOT ACT.................................................. 50

-vi- EXHIBITS AND SCHEDULES EXHIBIT A FORM OF TERM LOAN NOTE EXHIBIT B FORM OF JOINDER AGREEMENT EXHIBIT C FORM OF COMPLIANCE CERTIFICATE EXHIBIT D FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT SCHEDULE 1.1 BANKS AND COMMITMENTS SCHEDULE 6.7 LITIGATION -vii- EX-10.53 3 k02503exv10w53.txt UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE, DATED 12/21/05 Exhibit 10.53 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty") is made as of this 21st day of December, 2005, by RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust, having its principal place of business and chief executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 ("Trust"), and the other Persons, if any, now or hereafter a party hereto as a Subsidiary Guarantor (the Trust and such other Subsidiary Guarantors are hereinafter referred to collectively as the "Guarantors"), in favor of KeyBank National Association, a national bank organized under the laws of the United States of America, its successors and assigns, for itself ("KeyBank") and in its capacity as agent (the "Agent") for certain other lenders that may now be or may hereafter become a party to the "Loan Agreement" (as such term is defined below), having an office at 1200 Abernathy Road, Suite 1550, Atlanta, Georgia 30328, Attn: Dan Silbert. KeyBank (except when acting as the Agent) and each other lending institution which may now be or may hereafter become a party to the Loan Agreement, shall be referred to collectively herein as the "Banks." WHEREAS, Ramco-Gershenson Properties, L.P., a Delaware limited partnership (the "Debtor"), the Trust, KeyBank, the Agent, and the Banks are parties to that certain Unsecured Term Loan Agreement dated of even date herewith (as the same may be modified, amended, increased, renewed or restated, the "Loan Agreement"), pursuant to which the Debtor is liable for the "Obligations" (as such term is defined in the Loan Agreement), including without limitation, loans and other financial accommodations from the Banks (including the Agent in its capacity as a Bank thereunder) in the aggregate principal amount of up to $22,600,000.00 (all Obligations being hereinafter referred to as the "Indebtedness"); and WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement that this Guaranty be executed and delivered by the Guarantor in favor of the Agent; and WHEREAS, the Trust is the sole general partner of and the owner of at least a 84.17% of the ownership interests in Debtor, and the Debtor is the owner of all or a majority of the ownership interests in each other Guarantor; and WHEREAS, the Borrower and the Subsidiary Guarantors are mutually dependent upon each other in the conduct of their business as an integrated operation and each of the Guarantors will derive substantial benefit and advantage from the financial accommodations to the Debtor set forth in the Loan Agreement including the loans and advances made to the Debtor thereunder, and it will be to the Guarantors' direct interest and economic benefit to assist the Debtor in procuring said financial accommodations from the Banks by executing and delivering this Guaranty; NOW, THEREFORE, for and in consideration of the premises and in order to induce the Agent and the Banks to enter into the Loan Agreement and the Banks to make loans and provide other financial accommodations thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby agree as follows (unless otherwise defined herein all capitalized terms used herein shall have their meanings as set forth in the Loan Agreement): 1. Guaranty of Payment. (a) The Guarantors hereby, jointly and severally, unconditionally guarantee the full and prompt payment to the Banks and the Agent, on behalf of the Banks, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Indebtedness. (b) The Guarantors acknowledge that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by the Banks to the Debtor; any extension, renewal, increase or replacement of any of the Indebtedness; any forbearance with respect to any of the Indebtedness or otherwise; any cancellation of an existing guaranty; any purchase of any of the Debtor's assets by the Banks; or any other valuable consideration. (c) The Guarantors agree that all payments under this Guaranty shall be made in United States currency and the same manner as provided for the Indebtedness. 2. The Banks' Costs and Expenses. The Guarantors jointly and severally agree to pay on demand, if not paid by the Debtor, all reasonable costs and expenses of every kind incurred by the Agent or the Banks: (a) in enforcing this Guaranty, (b) in collecting any of the Indebtedness from the Debtor or Guarantors, (c) in realizing upon or protecting any collateral for this Guaranty or for payment of any of the Indebtedness, and (d) for any other purpose related to the Indebtedness or this Guaranty. "Costs and expenses" as used in the preceding sentence shall include, without limitation, the actual reasonable attorneys' fees incurred by the Agent or any Bank in retaining counsel for advice, suit, appeal, any insolvency or other proceedings under the United States Bankruptcy Code or otherwise, or for any purpose specified in the preceding sentence. 3. Nature of Guaranty: Continuing, Absolute and Unconditional. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Indebtedness, independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by the Agent or the Banks therefor or with respect thereto, whether or not furnished by any Guarantor. The obligation of the Guarantors to repay the Indebtedness hereunder shall be unlimited. The Guarantors shall have no right of subrogation with respect to any payments made by Guarantors hereunder, and hereby waive any benefit of, and any right to participate in, any security or collateral given to the Agent or the Banks to secure payment of the Indebtedness, until all of the Indebtedness outstanding or contracted or committed for (whether or not outstanding) is paid in full, and the Guarantors agree that none of them will take any action to enforce any obligations of the Debtor to such Guarantor prior to the Indebtedness being paid in full, provided that, in the event of the bankruptcy or insolvency of the Debtor, the Agent, on behalf of the Banks, shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to such Guarantor by the Debtor, vote such claim and to apply the proceeds of any such claim to the Indebtedness. 2 (b) Except as otherwise provided for in Section 8.7 of the Unsecured Master Loan Agreement, for the further security of the Banks and without in any way diminishing the liability of the Guarantors, following the occurrence of an Event of Default under the Loan Agreement and acceleration of the Indebtedness, all debts and liabilities, present or future of the Debtor to Guarantors and all monies received from the Debtor or for its account by Guarantors in respect thereof shall be received in trust for the Banks and forthwith upon receipt shall be paid over to the Agent, on behalf of the Banks, until all of the Indebtedness has been paid in full. This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not any Guarantor is liable for any amount under this Guaranty. (c) This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the Guarantors to be the final, complete and exclusive expression of the guaranty agreement between the Guarantors, the Banks and the Agent, on behalf of the Banks. No modification or amendment of any provision of this Guaranty shall be effective unless in writing and signed by a duly authorized officer of the Agent, on behalf of the Banks. (d) In the event of the business failure of any Guarantor or if there shall be pending any bankruptcy or insolvency case or proceeding with respect to any Guarantor under the United States Bankruptcy Code or any other applicable law or in connection with the insolvency of any Guarantor, or if a liquidator, receiver, or trustee shall have been appointed for any Guarantor or any Guarantor's properties or assets, the Agent on behalf of the Banks may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Agent on behalf of the Banks allowed in any proceedings relative to such Guarantor, or any of such Guarantor's properties or assets, and, irrespective of whether the Indebtedness or other Obligations of the Debtor guaranteed hereby shall then be due and payable, by declaration or otherwise, the Agent on behalf of the Banks shall be entitled and empowered to file and prove a claim for the whole amount of any sums or sums owing with respect to the Indebtedness or other Obligations of the Debtor guaranteed hereby, and to collect and receive any moneys or other property payable or deliverable on any such claim. Guarantors covenant and agree that upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against the Debtor or any other Guarantor, no Guarantor shall seek a supplemental stay or otherwise pursuant to 11 U.S.C. Section 105 or any other provision of the United States Bankruptcy Code or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Agent to enforce any rights of the Agent against Guarantors by virtue of this Guaranty or otherwise. 4. Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors and without affecting the Guarantors' obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, 3 enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value. (b) If any default shall be made in the payment of any of the Indebtedness and any grace period has expired with respect thereto, each Guarantor jointly and severally hereby agrees to pay the same in full to the extent hereinafter provided: (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of the Debtor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to Guarantors, to the Debtor or to any other Person, except as required pursuant to the Loan Agreement; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Debtor; (iv) without requiring the Agent or the Banks to resort first to the Debtor (this being a guaranty of payment and not of collection) or to any other guaranty or any collateral which the Banks may hold; (v) without requiring notice of acceptance hereof or assent hereto by the Agent or the Banks; and (vi) without requiring notice that any of the Indebtedness has been incurred, extended or continued or of the reliance by the Agent or the Banks upon this Guaranty; all of which the Guarantors hereby waive. (c) The Guarantors' obligations hereunder shall not be affected by any of the following, all of which the Guarantors hereby waive: (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Indebtedness or the Guarantors' obligations hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any such security interest or other lien or guaranty of the Indebtedness; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of Guarantors to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of the Debtor, including, without limitation, any failure, negligence or omission by the Agent or the Banks in enforcing their claims against the Debtor; (vi) any release, settlement or 4 compromise of any obligation of the Debtor, other than as a result of the payment of the Indebtedness; (vii) the invalidity or unenforceability of any of the Indebtedness or other obligations guaranteed hereunder; (viii) any change of ownership of the Debtor or the insolvency, bankruptcy or any other change in the legal status of the Debtor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Indebtedness; (x) the existence of any claim, setoff or other rights which Guarantors may have at any time against the Agent, any Bank or the Debtor in connection herewith or any unrelated transaction; (xi) the Agent's or any Bank's election, in any case instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code; (xii) any borrowing, use of cash collateral, or grant of a security interest by the Debtor, as debtor in possession, under sections 363 or 364 of the United States Bankruptcy Code; (xiii) the disallowance of all or any portion of any of the Agent's or any Bank's claims for repayment of the Indebtedness under sections 502 or 506 of the United States Bankruptcy Code; (xiv) (A) any change in the amount, interest rate or due date or other term of any of the obligations hereby guaranteed, (B) any change in the time, place or manner of payment of all or any portion of the obligations hereby guaranteed, (C) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any obligations hereby guaranteed, or (D) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the obligations hereby guaranteed or any other instrument or agreement referred to therein or evidencing any obligations hereby guaranteed or any assignment or transfer of any of the foregoing; (xv) any act or failure to act by Debtor or any other Person which may adversely affect any Guarantor's subrogation rights, if any, against Debtor to recover payments made under this Guaranty; (xvi) the incapacity, lack of authority, death or disability of Debtor or any other Person, or the failure of Agent or the Banks to file or enforce a claim against the estate (either in administration, bankruptcy or in any other proceeding) of Debtor or Guarantors or any other Person; (xvii) the dissolution or termination of existence of Debtor, any Guarantor or any other Person; (xviii) the failure of Agent and the Banks to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation of Debtor or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed; (xix) any failure or delay of Agent and the Banks to commence an action against Debtor or any other Person, to assert or enforce any remedies against Debtor under the Loan Agreement, the Notes or the other Loan Documents, or to realize upon any security; (xx) any failure of any duty on the part of Agent and the Banks to disclose to Guarantors any facts it may now or hereafter know regarding Debtor or any other Person, any of their properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (xxi) failure to accept or give notice of acceptance of this Guaranty by Agent and the Banks; (xxii) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (xxii) failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (xxiv) either with or without notice to Guarantors, any renewal, extension, modification, amendment or another changes in the Indebtedness, including but not limited to any material alteration of the terms of payment or performance of the Indebtedness; or (xxv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its 5 obligations hereunder, all whether or not Guarantors shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xxv) of this Paragraph 4. 5. Representations, Warranties and Covenants. (a) Guarantors further represent and warrant to the Agent and the Banks that: (i) the Trust is a real estate investment trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to own its property and assets and to transact the business in which it is engaged, and each other Guarantor is a limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the full power, authority and legal right to own its property and assets and to transact the business in which it is engaged; (ii) each Guarantor has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary action to authorize the guarantee hereunder on the terms and conditions of this Guaranty and to authorize the execution, delivery and performance of this Guaranty; and (iii) this Guaranty has been duly executed and delivered by Guarantors and constitutes a legal, valid and binding obligation of Guarantors enforceable against Guarantors in accordance with its terms. In addition, each representation and warranty that is applicable to or is made by any Subsidiary under the Loan Agreement is hereby incorporated herein by this reference and the Guarantors (other than the Trust) hereby make, restate and reaffirm each such representation and warranty. (b) Each covenant and agreement that is applicable to or is to be performed by any Subsidiary under the Loan Agreement is hereby incorporated herein by this reference and the Guarantors (other than the Trust) hereby agrees to perform or abide by each such covenant and agreement. 6. Security; Assets - Negative Pledge. Guarantors warrant and represent to and covenant with the Agent and the Banks that: (i) each Guarantor has good, indefeasible and merchantable title to all of its assets, and (ii) each Guarantor shall not grant a security interest in or permit a lien, claim or encumbrance upon any of its assets in favor of any third party. 7. Termination. This Guaranty shall remain in full force and effect until all of the Indebtedness shall be finally and irrevocably paid in full and the commitments under the Loan Agreement shall have been terminated. Payment of all of the Indebtedness from time to time shall not operate as a discontinuance of this Guaranty. The Guarantors further agree that, to the extent that the Debtor makes a payment or payments to the Agent or any of the Banks on the Indebtedness, or the Agent or the Banks receive any proceeds of collateral securing the Indebtedness which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Debtor, its estate, trustee, receiver, debtor in possession or any other Person, including, without limitation, any guarantor, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and 6 effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by the Agent or the Banks in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent's or the Banks' rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable. 8. Guaranty of Performance. The Guarantors also jointly and severally guarantee the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Debtor to the Agent or the Banks. Every provision for the benefit of the Agent or the Banks contained in this Guaranty shall apply to the guaranty of performance given in this Paragraph 8. 9. Assumption of Liens and Indebtedness. To the extent that any Guarantor has received or shall hereafter receive contributions to its capital consisting of assets of the Debtor that are subject, at the time of such contribution, to liens and security interests in favor of the Agent or the Banks in accordance with the Loan Agreement, each Guarantor hereby expressly agrees that (i) it shall hold such assets subject to such liens and security interests and subject to the terms of the Loan Agreement and (ii) it shall be liable for the payment of the Indebtedness secured thereby. The Guarantors' obligations under this Paragraph 9 shall be in addition to their obligations as set forth in other sections of this Guaranty and not in substitution therefor or in lieu thereof. 10. Miscellaneous. (a) The terms "Debtor" and "Guarantor" as used in this Guaranty shall include: (i) any successor individual or individuals, association, partnership or corporation to which all or a substantial part of the business or assets of the Debtor or a Guarantor shall have been transferred and (ii) any other entity into or with which the Debtor or a Guarantor shall have been merged, consolidated, reorganized, or absorbed. Nothing herein shall be deemed to modify any restrictions regarding assignments, transfers, mergers, consolidations or reorganizations set forth in the Loan Agreement. Notwithstanding anything herein to the contrary, Guarantor shall not assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of each of the Banks. (b) Without limiting any other right of the Agent or the Banks, whenever the Agent or the Banks have the right to declare any of the Indebtedness to be immediately due and payable (whether or not it has been so declared), subject to the notice requirements and other limitations set forth in Section 13 of the Loan Agreement, the Agent and the Banks at their sole election without notice to any of the undersigned may appropriate and set off against the Indebtedness: (i) any and all indebtedness or other moneys due or to become due to a Guarantor by the Agent or the Banks in any capacity and (ii) any credits or other property belonging to a Guarantor (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of the Agent or any of the Banks, or any affiliate of the Agent or any of the Banks, whether for deposit or otherwise, whether or not the Indebtedness or the obligation to pay such moneys owed by the Agent or Banks is then due, and the Agent or the Banks shall be deemed to have exercised such right of 7 set off immediately at the time of such election even though any charge therefor is made or entered on the Agent's or the Banks' records subsequent thereto. (c) The Guarantors' obligation hereunder is to pay the Indebtedness in full when due according to the Loan Agreement to the extent provided herein, and shall not be affected by any stay or extension of time for payment by the Debtor resulting from any proceeding under the United States Bankruptcy Code or any similar law. (d) No course of dealing between the Debtor or any Guarantor and the Agent or the Banks and no act, delay or omission by the Agent or the Banks in exercising any right or remedy hereunder or with respect to any of the Indebtedness shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The Agent or the Banks may remedy any default by the Debtor under any agreement with the Debtor or with respect to any of the Indebtedness in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by the Debtor. All rights and remedies of the Agent and the Banks hereunder are cumulative. (e) The term "Banks" as used herein shall have the same meaning as in the Loan Agreement and this Agreement shall inure to the benefit of the Agent and such Banks. (f) Captions of the paragraphs of this Guaranty are solely for the convenience of the Agent, the Banks and the Guarantors, and are not an aid in the interpretation of this Guaranty. (g) If any provision of this Guaranty is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective. (h) THIS GUARANTY IS A CONTRACT UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH GUARANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR THE STATE OF OHIO OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN THE OPENING PARAGRAPH HEREOF. EACH GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. (i) Each notice, demand, election or request provided for or permitted to be given pursuant to this Guaranty (hereinafter in this paragraph referred to as "Notice") must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and 8 registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or telex, and addressed as follows: If to the Agent or the Banks: KeyBank National Association, as Agent 1200 Abernathy Road, N.E. Suite 1550 Atlanta, Georgia 30328 Attn: Daniel Silbert Telecopy No.: (770) 510-2195 With a copy to: McKenna Long & Aldridge LLP 5300 SunTrust Plaza 303 Peachtree Street Atlanta, Georgia 30308 Attn: William F. Timmons, Esq. Telecopy No.: (404) 527-4198 If to the Guarantors: c/o Ramco-Gershenson Properties Trust Suite 300 31500 Northwestern Highway Farmington Hills, Michigan 48334 Attn: Chief Financial Officer Telecopy No.: (248) 350-9925 With a copy to: Honigman Miller Schwartz & Cohn LLP Suite 100 38500 Woodward Avenue Bloomfield Hills, Michigan 48304-5048 Attn: Alan M. Hurvitz, Esq. Telecopy No.: (248) 566-8455 Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by facsimile, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt, or if sent by facsimile, upon receipt or the next Business Day if received after 5:00 p.m. (Cleveland time) or on a day that is not a Business Day. Rejection or other refusal to accept or the inability to deliver because of 9 changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Guarantors or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 11. Waivers. (a) EACH GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS. (b) IN THE EVENT OF A DEFAULT UNDER THE LOAN AGREEMENT, EACH GUARANTOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE AGENT OR THE BANKS OF ANY OF THEIR RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION ANY OF THEIR RIGHTS TO REPOSSESS ANY COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL OR OTHER ASSETS OF DEBTOR OR ANY GUARANTOR WITHOUT PRIOR NOTICE OR HEARING. EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS GUARANTY. (c) EACH GUARANTOR ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE AGENT OR THE BANKS. 12. Trust Exculpation. Subject to the terms of this Paragraph 12, all persons having a claim against the Trust (as a Guarantor or general partner of Debtor), hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust's interest and rights in Debtor (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Debtor, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Debtor and not distributed to shareholders of the Trust as permitted by the Loan Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17 of the Unsecured Master Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of 10 any of the foregoing (the "Attachable Assets"), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 to the Unsecured Master Loan Agreement, all under the heading of "Other Permitted Assets", (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Other Permitted Assets"). The Agent and the Banks have agreed to the terms of this Paragraph 12 solely based upon the representation and covenant of Debtor and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notwithstanding anything in this Paragraph 12 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of Debtor) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Debtor, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Debtor. 13. Release of Guarantors. Under certain circumstances described in Section 5.2(b) of the Loan Agreement, certain Subsidiaries of the Debtor may obtain from the Agent a written release from this Guaranty pursuant to the provisions of such section, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder. Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunder. 14. Joint and Several Obligations. All of the representations, warranties, covenants, obligations and liabilities of the Guarantors hereunder shall be joint and several. [SIGNATURES ON NEXT PAGE] 11 IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the day and year first written above. TRUST: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust By: /s/ Richard J. Smith ------------------------------------ Name: Richard J. Smith Title: Chief Financial Officer [SEAL] SUBSIDIARY GUARANTORS: ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company By: Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Sole Member By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: /s/ Richard J. Smith ------------------------------------ Name: Richard J.Smith Its: Chief Financial Officer [SEAL] RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company By: Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Sole Member By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: /s/ Richard J. Smith ------------------------------------ Name: Richard J.Smith Its: Chief Financial Officer [SEAL] 12 EX-12.1 4 k02503exv12w1.txt COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS . . . EXHIBIT 12.1

Year ended December 31, -------------------------------------------------------------------- 2005 2004 2003 2002 2001 --------------------------------------------------------------------- Income Before Minority Interests $21,853 $17,828 $12,491 $ 13,122 $ 19,666 Add: Distributed Income of Equity Investees 1,964 468 656 719 803 Fixed Charges and Preferred Dividends Excluding Capitalized Interest 49,342 39,535 31,947 27,724 29,866 Amortization of Capitalized Interest 123 136 111 79 53 Deduct: Gain on Sale of Real Estate (1,136) (2,408) (1,160) (2,164) (5,550) Preferred Dividends (6,655) (4,814) (2,375) (1,151) (3,360) Equity in Earnings of Equity Investees (2,400) (180) (252) (790) (813) ----------- --------- -------- --------- ---------- $63,091 $50,565 $ 41,418 $ 37,539 $ 40,665 =========== ========= ======== ========= ========== Fixed Charges: Interest Expense including Amortization of Debt Costs $42,421 $34,525 $29,432 $26,429 $26,332 Capitalized Interest 741 692 586 1,243 348 Interest Factor in Rental Expense 266 196 140 144 174 ----------- --------- -------- --------- ---------- Total Fixed Charges $43,428 $35,413 $30,158 $27,816 $26,854 Preferred Stock Dividends 6,655 4,814 2,375 1,151 3,360 ----------- --------- -------- --------- ---------- Total Fixed Charges and Preferred Dividends $50,083 $40,227 $ 32,533 $ 28,967 $30,214 =========== ========= ======== ========= ========== Ratio of Earnings to Combined Fixed Charges 1.45 1.43 1.37 1.35 1.51 Ratio of Earnings to Combined Fixed Charges and Preferred Dividends 1.26 1.26 1.27 1.30 1.35

EX-21.1 5 k02503exv21w1.txt SUBSIDIARIES . . . EXHIBIT 21.1 SUBSIDIARIES

Name Jurisdiction ------------------------------------------------------------------------ ----------------- Ramco/Shenandoah LLC Delaware Ramco/West Acres LLC Delaware S-12 Associates Michigan 28th Street Kentwood Associates Michigan Beacon Square Development LLC Michigan Boca Mission, LLC Delaware Chester Springs SC, L.L.C. Delaware Double Rivers, LLC North Carolina East Town Plaza, LLC Delaware East Town Plaza Holdings Corp. Delaware East Town SP, LLC Delaware Linton Delray, LLC Delaware North Lakeland Properties, Inc. Michigan North River City Owners Association, Inc. Florida Ramco Acquisitions IV, L.L.C. Michigan Ramco Auburn Crossroads SPE LLC Delaware Ramco Auburn Hills Acquisitions, Inc. Michigan Ramco Boca SPC, Inc. Delaware Ramco Canton LLC Delaware Ramco/Coral Creek, LLC Michigan Ramco/Coral Creek Manager, LLC Michigan Ramco Cox Creek, LLC Michigan Ramco Crofton Plaza, LLC Maryland Ramco/Crossroads at Royal Palm, LLC Michigan Ramco/Crossroads at Royal Palm Manager, LLC Michigan Ramco Dearborn LLC Michigan Ramco Delray SPC, Inc. Delaware Ramco Development LLC Michigan Ramco Development II LLC Delaware Ramco Disposition LLC Michigan Ramco Fairlane LLC Michigan Ramco Gaines LLC Michigan Ramco-Gershenson, Inc. and Subsidiary Michigan Ramco Hoover Eleven LLC Michigan Ramco Jacksonville Acquisitions, Inc. Michigan Ramco Jacksonville LLC Michigan Ramco JW LLC Delaware Ramco JW SPE LLC Michigan Ramco Lakeshore LLC Delaware Ramco Lakeshore Manager, Inc. Michigan Ramco Lantana LLC Michigan Ramco Lantana Manager LLC Michigan Ramco Lion LLC Delaware Ramco/Lion LLC Delaware

Ramco/Lion Venture LP Delaware Ramco Madison Center, LLC Michigan Ramco Merchants Square LLC Delaware Ramco Promenade LLC Delaware Ramco Properties Associates Limited Partnership Michigan Ramco Properties GP, L.L.C. Michigan Ramco River City, Inc. Michigan Ramco Roseville Plaza, LLC Michigan Ramco/Shenandoah LLC Delaware Ramco SPC, Inc Michigan Ramco SPC II, Inc. Michigan Ramco Taylors Sq. LLC Michigan Ramco Virginia Management L.L.C. Michigan Ramco Virginia Properties, LLC Michigan Ramco/West Acres LLC Delaware Ramco West Oaks I LLC Delaware Ramco West Oaks I SPE, LLC Michigan Ramco/WOII-SM Manager, LLC Michigan Ramco Woodstock LLC Delaware RG Naples, LLC Michigan RLV GP Gratiot Crossing LLC Delaware RLV Gratiot Crossing LP Delaware RLV GP Hunter's Square LLC Delaware RLV GP Hunter's Square LP Delaware RLV GP Marketplace, Inc. Delaware RLV Marketplace LP Delaware RLV GP Martin Square LLC Delaware RLV Martin Square LP Delaware RLV GP Millennium Park LLC Delaware RLV GP Millennium Park LP Delaware RLV GP Oriole Plaza LLC Delaware RLV Oriole Plaza LP Delaware RLV GP Treasure Coast LLC Delaware RLV Treasure Coast LP Delaware RLV GP Troy Marketplace LLC Delaware RLV Troy Marketplace LP Delaware RLV GP Village Plaza LLC Delaware RLV Village Plaza LP Delaware RLV GP Vista Plaza LLC Delaware RLV Vista Plaza LP Delaware RLV GP West Broward LLC Delaware RLV West Broward LP Delaware RLV GP Winchester Center LLC Delaware RLV Winchester Center LP Delaware Rossford Development LLC Delaware RPT/INVEST, LLC Delaware RPT/INVEST II, LLC Delaware Signal Hill, L.L.C. North Carolina Stonegate Acquisition LLC Michigan EX-23.1 6 k02503exv23w1.txt CONSENT OF GRANT THORNTON LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated March 6, 2006, accompanying the consolidated financial statements, schedules and management's assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Ramco-Gershenson Properties Trust and subsidiaries on Form 10-K for the year ended December 31, 2005. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Ramco-Gershenson Properties Trust and subsidiaries on Forms S-3 (File Nos. 333-99345, 333-113948) and Forms S-8 (File Nos. 333-66409, 333-42509 and 333-121008). /s/ Grant Thornton LLP Detroit, Michigan March 6, 2006 EX-23.2 7 k02503exv23w2.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following registration statements of our report dated March 25, 2005 (March 6, 2006, as to the effects of the discontinued operations described in Note 3), relating to the consolidated financial statements of Ramco-Gershenson Properties Trust as of December 31, 2004 and for each of the two years then ended appearing in the Annual Report on Form 10-K of Ramco-Gershenson Properties Trust for the year ended December 31, 2005:

REGISTRATION STATEMENT FORM NUMBER Form S-3 333-99345 Form S-3 333-113948 Form S-8 333-66409 Form S-8 333-42509 Form S-8 333-121008

s/ DELOITTE & TOUCHE LLP Detroit, Michigan March 6, 2006 EX-31.1 8 k02503exv31w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 EXHIBIT 31.1 CERTIFICATIONS I, Dennis E. Gershenson, certify that: 1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth 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: March 6, 2006 /s/ Dennis E. Gershenson Dennis E. Gershenson President and Chief Executive Officer EX-31.2 9 k02503exv31w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 EXHIBIT 31.2 CERTIFICATIONS I, Richard J. Smith, certify that: 1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 15(d)-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth 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: March 6, 2006 /s/ Richard J. Smith Richard J. Smith Chief Financial Officer EX-32.1 10 k02503exv32w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 EXHIBIT 32.1 CERTIFICATION 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 Annual Report of Ramco-Gershenson Properties Trust (the "Company"), on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis E. Gershenson, President and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Dennis E. Gershenson Dennis E. Gershenson President and Chief Executive Officer March 6, 2006 EX-32.2 11 k02503exv32w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 EXHIBIT 32.2 CERTIFICATION 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 Annual Report of Ramco-Gershenson Properties Trust (the "Company"), on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard J. Smith, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard J. Smith - -------------------- Richard J. Smith Chief Financial Officer March 6, 2006 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.52

                                                                   Exhibit 10.52

                          UNSECURED TERM LOAN AGREEMENT

                          DATED AS OF DECEMBER 21, 2005

                                      among

                       RAMCO-GERSHENSON PROPERTIES, L.P.,

                                  as Borrower,

                       RAMCO-GERSHENSON PROPERTIES TRUST,

                                 as a Guarantor,

                          KEYBANK NATIONAL ASSOCIATION,

                                   as a Bank,

              THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT,

           THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT,

                          KEYBANK NATIONAL ASSOCIATION,

                                    as Agent,

                            KEYBANC CAPITAL MARKETS,

                       as Sole Lead Manager and Arranger,

                            JPMORGAN CHASE BANK, N.A.

                                       and

                              BANK OF AMERICA, N.A.

                            as Co-Syndication Agents,



                          UNSECURED TERM LOAN AGREEMENT

     This UNSECURED TERM LOAN AGREEMENT is made as of the 21st day of December,
2005 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the "Borrower"), a Delaware
limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the "Trust"), a Maryland
real estate investment trust, KEYBANK NATIONAL ASSOCIATION, a national banking
association ("KeyBank"), and the other lending institutions that are a party
hereto, and the other lending institutions which may become parties hereto
pursuant to Section 18 (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Administrative Agent for the Banks (the
"Agent").

                                    RECITALS

     WHEREAS, the Borrower has requested that the Banks provide a term loan
facility to Borrower; and

     WHEREAS, the Agent and the Banks are willing to provide such facility to
the Borrower on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the terms and conditions herein, and of
any loans, advances, or extensions of credit heretofore, now or hereafter made
to or for the benefit of the Borrower by the Banks, the parties hereto covenant
and agree as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

     SECTION 1.1. DEFINITIONS. The following terms shall have the meanings set
forth in this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

     Affiliate. An Affiliate, as applied to any Person, shall mean any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means (a) the
possession, directly or indirectly, of the power to vote ten percent (10%) or
more of the stock, shares, voting trust certificates, beneficial interest,
partnership interests, member interests or other interests having voting power
for the election of directors of such Person or otherwise to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise, or (b) the ownership
of (i) a general partnership interest, (ii) a managing member's interest in a
limited liability company or (iii) a limited partnership interest or preferred
stock (or other ownership interest) representing ten percent (10%) or more of
the outstanding limited partnership interests, preferred stock or other
ownership interests of such Person.

     Agent. KeyBank National Association, acting as Administrative Agent for the
Banks, its successors and assigns.

     Agent's Head Office. The Agent's head office located at 127 Public Square,
Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate
from time to time by notice to the Borrower and the Banks.



     Agent's Special Counsel. McKenna Long & Aldridge LLP or such other counsel
as may be approved by the Agent.

     Agreement. This Unsecured Term Loan Agreement, including the Schedules and
Exhibits hereto.

     Arranger. KeyBanc Capital Markets.

     Assignment and Acceptance Agreement. See Section 18.1.

     Banks. KeyBank, the other Banks a party hereto, and any other Person who
becomes an assignee of any rights of a Bank pursuant to Section 18.

     Base Rate. The greater of (a) the variable annual rate of interest
announced from time to time by Agent at Agent's Head Office as its "prime rate"
or (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate
(rounded upwards, if necessary, to the next one-eighth of one percent). The Base
Rate is a reference rate and does not necessarily represent the lowest or best
rate being charged to any customer. Any change in the rate of interest payable
hereunder resulting from a change in the Base Rate shall become effective as of
the opening of business on the day on which such change in the Base Rate becomes
effective, without notice or demand of any kind.

     Base Rate Loans. The Term Base Rate Loans.

     Board. See the definition of Change of Control.

     Borrower. As defined in the preamble hereto.

     Business Day. Any day on which banking institutions located in the same
city and state as the Agent's Head Office and in New York are open for the
transaction of banking business and, in the case of LIBOR Rate Loans, which also
is a LIBOR Business Day.

     Capitalized Lease. A lease under which a Person is the lessee or obligor,
the discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
generally accepted accounting principles.

     Change of Control. The occurrence of any one of the following events:

          (a) during any twelve month period on or after the date hereof,
individuals who at the beginning of such period constituted the Board of
Directors or Trustees of the Trust (the "Board") (together with any new
directors whose election by the Board or whose nomination for election by the
shareholders of the Trust was approved by a vote of at least a majority of the
members of the Board then in office who either were members of the Board at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the Board then in office; or


                                       2



          (b) any Person or group (as that term is understood under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules and regulations thereunder) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a
percentage (based on voting power, in the event different classes of stock shall
have different voting powers) of the voting stock of the Trust equal to at least
thirty percent (30%);

          (c) the Borrower or Trust consolidates with, is acquired by, or merges
into or with any Person (other than a merger permitted by Section 8.4 of the
Unsecured Master Loan Agreement); or

          (d) the Borrower fails to own, free of any lien, encumbrance or other
adverse claim, at least one hundred percent (100%) of the economic interest in
the Voting Interest of each Subsidiary Guarantor.

     Closing Date. The first date on which all of the conditions set forth in
Section 10 and Section 11 have been satisfied.

     Code. The Internal Revenue Code of 1986, as amended.

     Commitment. With respect to each Bank, the Term Loan Commitment of such
Bank.

     Commitment Percentage. With respect to each Bank, the percentage set forth
on Schedule 1.1 hereto as such Bank's percentage of the aggregate Commitments of
all of the Banks, as the same may be changed from time to time in accordance
with the terms of this Agreement.

     Compliance Certificate. See Section 7.4(e) of the Unsecured Master Loan
Agreement (as hereinafter defined).

     Consolidated or combined. With reference to any term defined herein, that
term as applied to the accounts of a Person and its Subsidiaries, consolidated
or combined in accordance with generally accepted accounting principles.

     Contribution Agreement. That certain Contribution Agreement dated of even
date herewith among the Borrower, the Trust and the Subsidiary Guarantors.

     Conversion Request. A notice given by the Borrower to the Agent of its
election to convert or continue a Loan in accordance with Section 4.1.

     Co-Syndication Agents. JPMorgan Chase Bank, N.A. and Bank of America, N.A.

     Debt Offering. The issuance and sale by the Borrower or any Guarantor of
any debt securities of the Borrower or such Guarantor.

     Default. See Section 12.1.

     Defaulting Bank. See Section 14.5(c).


                                       3



     Directions. See Section 14.12.

     Documentation Agent. Deutsche Bank Trust Company Americas.

     Dollars or $. Dollars in lawful currency of the United States of America.

     Domestic Lending Office. Initially, the office of each Bank designated as
such in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

     Drawdown Date. The date on which any Loan is made or is to be made, and the
date on which any Loan which is made prior to the Term Loan Maturity Date, as
applicable, is converted or combined in accordance with Section 4.1.

     Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower, a Guarantor
or any ERISA Affiliate, other than a Multiemployer Plan.

     Environmental Laws. See Section 6.18(a) of the Unsecured Master Loan
Agreement (as hereinafter defined).

     Equity Offering. The issuance and sale by the Borrower or any Guarantor of
any equity securities of the Borrower or such Guarantor.

     ERISA. The Employee Retirement Income Security Act of 1974, as amended and
in effect from time to time.

     ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower or any Guarantor under Section 414 of the Code.

     ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

     Event of Default. See Section 12.1.

     Federal Funds Effective Rate. For any day, the rate per annum (rounded to
the nearest one hundredth of one percent (1/100 of 1%)) announced by the Federal
Reserve Bank of Cleveland on such day as being the weighted average of the rates
on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate", or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the
Agent from three (3) Federal funds brokers of recognized standing selected by
the Agent.

     generally accepted accounting principles. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its


                                        4



predecessors, as in effect from time to time and (b) consistently applied with
past financial statements of the Person adopting the same principles; provided
that a certified public accountant would, insofar as the use of such accounting
principles is pertinent, be in a position to deliver an unqualified opinion
(other than a qualification regarding changes in generally accepted accounting
principles) as to financial statements in which such principles have been
properly applied. Notwithstanding the foregoing, for the purposes of the
financial calculations hereunder, any amount otherwise included therein from a
mark-up or mark-down of a derivative product of a Person shall be excluded.

     Ground Lease. A ground lease as to which no default or event of default has
occurred and containing the following terms and conditions: (a) a remaining term
(exclusive of any unexercised extension options) of forty (40) years or more
from the Closing Date; (b) the right of the lessee to mortgage and encumber its
interest in the leased property without the consent of the lessor; (c) the
obligation of the lessor to give the holder of any mortgage lien on such leased
property written notice of any defaults on the part of the lessee and agreement
of such lessor that such lease will not be terminated until such holder has had
a reasonable opportunity to cure or complete foreclosure, and fails to do so;
(d) reasonable transferability of the lessee's interest under such lease,
including the ability to sublease; and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of
the leasehold estate demised pursuant to a ground lease.

     Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower,
any Guarantor or any ERISA Affiliate the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

     Guarantors. Collectively, the Trust and each Subsidiary Guarantor, and
individually, any one such Guarantor.

     Guaranty. The Unconditional Guaranty of Payment and Performance dated of
even date herewith made by the Guarantors in favor of the Agent and the Banks,
as the same may be modified or amended, such Guaranty to be in form and
substance satisfactory to the Agent.

     Hazardous Substances. See Section 6.18(b).

     Indebtedness. All obligations, contingent and otherwise, that in accordance
with generally accepted accounting principles should be classified upon the
obligor's balance sheet as liabilities, or to which reference should be made by
footnotes thereto, but without any double counting, including in any event and
whether or not so classified: (a) all debt and similar monetary obligations,
whether direct or indirect (including, without limitation, any obligations
evidenced by bonds, debentures, notes or similar debt instruments); (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; (c) all
guarantees, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness of others, including any obligation to
supply funds to or in any manner to invest directly or indirectly in a Person,
to purchase indebtedness, or to assure the owner of indebtedness against loss
through an agreement to purchase goods, supplies or services


                                        5



for the purpose of enabling the debtor to make payment of the indebtedness held
by such owner or otherwise; (d) any obligation as a lessee or obligor under a
Capitalized Lease; (e) all subordinated debt (other than Trust Preferred
Equity); (f) all obligations to purchase under agreements to acquire (but
excluding agreements which provide that the seller's remedies thereunder are
limited to market liquidated damages in the event the purchaser defaults
thereunder), or otherwise to contribute money with respect to, properties under
"development" within the meaning of Section 8.9 of the Unsecured Master Loan
Agreement; and (g) all obligations, contingent or deferred or otherwise, of any
Person, including, without limitation, any such obligations as an account party
under acceptance, letter of credit or similar facilities including, without
limitation, obligations to reimburse the issuer in respect of a letter of credit
except for contingent obligations (but excluding any guarantees or similar
obligations) that are not material and are incurred in the ordinary course of
business in connection with the acquisition or obtaining commitments for
financing of Real Estate.

     Interest Payment Date. As to each Base Rate Loan, the first day of each
calendar month during the term of such Base Rate Loan and as to each LIBOR Rate
Loan, the first day of each calendar month during the term of such LIBOR Rate
Loan and the last day of the Interest Period relating thereto.

     Interest Period. With respect to each LIBOR Rate Loan (a) initially, the
period commencing on the Drawdown Date of such Loan and ending one, two, three
or six months (or, with the consent of the Banks, a period of less than one (1)
month) thereafter and (b) thereafter, each period commencing on the day
following the last day of the next preceding Interest Period applicable to such
Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:

               (i) if any Interest Period with respect to a LIBOR Rate Loan
would otherwise end on a day that is not a LIBOR Business Day, that Interest
Period shall end and the next Interest Period shall commence on the next
preceding or succeeding LIBOR Business Day as determined conclusively by the
Agent in accordance with the then current bank practice in the London Interbank
Market;

               (ii) if the Borrower shall fail to give notice as provided in
Section 4.1, the Borrower shall be deemed to have requested a conversion of the
affected LIBOR Rate Loan to a Base Rate Loan on the last day of the then current
Interest Period with respect thereto; and

               (iii) no Interest Period relating to any LIBOR Rate Loan shall
extend beyond the applicable Maturity Date.

     Investments. With respect to any Person, all shares of capital stock,
evidences of Indebtedness and other securities issued by any other Person, all
loans, advances, or extensions of credit to, or contributions to the capital of,
any other Person, all purchases of the securities or business or integral part
of the business of any other Person and commitments and options to make such
purchases, all interests in real property, and all other investments; provided,
however, that the term "Investment" shall not include (i) equipment, inventory
and other tangible personal property acquired in the ordinary course of
business, or (ii) current trade and customer accounts


                                        6



receivable for services rendered in the ordinary course of business and payable
in accordance with customary trade terms. In determining the aggregate amount of
Investments outstanding at any particular time: (a) the amount of any Investment
represented as a guaranty shall be taken at not less than the principal amount
of the obligations guaranteed and still outstanding; (b) there shall be included
as an Investment all interest accrued with respect to Indebtedness constituting
an Investment unless and until such interest is paid; (c) there shall be
deducted in respect of each such Investment any amount received as a return of
capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (d) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment,
whether as dividends, interest or otherwise, except that accrued interest
included as provided in the foregoing clause (b) may be deducted when paid; and
(e) there shall not be deducted from the aggregate amount of Investments any
decrease in the value thereof.

     Joinder Agreement. The joinder agreement with respect to the Guaranty and
the Contribution Agreement to be executed and delivered pursuant to Section 5.2
by any additional Guarantor, substantially in the form of Exhibit B hereto.

     KeyBank. As defined in the preamble hereto.

     LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London.

     LIBOR Lending Office. Initially, the office of each Bank designated as such
in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any, that
shall be making or maintaining LIBOR Rate Loans.

     LIBOR Rate. For any LIBOR Rate Loan for any Interest Period, the average
rate (rounded to the nearest 1/100th) as shown in Dow Jones Markets (formerly
Telerate) (Page 3750) at which deposits in U.S. dollars are offered by first
class banks in the London Interbank Market at approximately 11:00 a.m. (London
time) on the day that is two (2) LIBOR Business Days prior to the first day of
such Interest Period with a maturity approximately equal to such Interest Period
and in an amount approximately equal to the amount to which such Interest Period
relates, adjusted for reserves and taxes if required by future regulations. If
Dow Jones Markets no longer reports such rate or Agent determines in good faith
that the rate so reported no longer accurately reflects the rate available to
Agent in the London Interbank Market, Agent may select a replacement index. For
any period during which a Reserve Percentage shall apply, the LIBOR Rate with
respect to LIBOR Rate Loans shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage.

     LIBOR Rate Loans. The Term LIBOR Rate Loans.

     Loan Documents. This Agreement, the Notes (if any), the Guaranty and all
other documents, instruments or agreements now or hereafter executed or
delivered by or on behalf of the Borrower or the Guarantors in connection with
the Loans.

     Loans. The Term Loans.


                                        7



     Majority Banks. As of any date, any Bank or collection of Banks whose
aggregate Commitment Percentage is more than fifty percent (50%); provided,
that, in determining said percentage at any given time, all then existing
Defaulting Banks will be disregarded and excluded and the Commitment Percentages
of the Banks shall be redetermined for voting purposes only, to exclude the
Commitment Percentages of such Defaulting Banks.

     Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the Borrower, a Guarantor or any
ERISA Affiliate.

     Net Offering Proceeds. The gross cash proceeds received by the Borrower or
any Guarantor as a result of a Debt Offering or an Equity Offering less the
customary and reasonable costs, fees, expenses, underwriting commissions and
discounts incurred by the Borrower or such Guarantor in connection therewith.

     Non-Consenting Bank. See Section 18.9.

     Notes. The Term Loan Notes, if any.

     Notice. See Section 19.

     Obligations. All indebtedness, obligations and liabilities of the Borrower
and the Guarantors to any of the Banks and the Agent, individually or
collectively, under this Agreement or any of the other Loan Documents or in
respect of any of the Loans, the Notes, or other instruments at any time
evidencing any of the foregoing, whether existing on the date of this Agreement
or arising or incurred hereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise.

     OFAC. Office of Foreign Asset Control of the Department of the Treasury of
the United States of America.

     Outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

     Patriot Act. The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may
be amended from time to time, and corresponding provisions of future laws.

     PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

     Person. Any individual, corporation, partnership, limited liability
company, trust, unincorporated association, business, or other legal entity, and
any government or any governmental agency or political subdivision thereof.

     Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.


                                        8



     Record. The grid attached to any Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by Agent with
respect to any Loan referred to in such Note.

     Register. See Section 18.2.

     REIT Status. With respect to the Trust, its status as a real estate
investment trust as defined in Section 856(a) of the Code.

     Related Fund. With respect to any Bank which is a fund that invests in
loans, any Affiliate of such Bank or any other fund that invests in loans that
is managed by the same investment advisor as such Bank or by an Affiliate of
such Bank or such investment advisor.

     Release. See Section 6.18(c)(iii) of the Unsecured Master Loan Agreement
(as hereinafter defined).

     Required Banks. As of any date, any Bank or collection of Banks whose
aggregate Commitment Percentage is equal to or greater than sixty-six and
two-thirds percent (66.66%); provided that in determining said percentage at any
given time, all then existing Defaulting Banks will be disregarded and excluded
and the Commitment Percentages of the Banks shall be redetermined for voting
purposes only to exclude the Commitment Percentages of such Defaulting Banks.

     Reserve Percentage. For any day with respect to a LIBOR Rate Loan, the
maximum rate (expressed as a decimal) at which any lender subject thereto would
be required to maintain reserves (including, without limitation, all base,
supplemental, marginal and other reserves) under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
that term is used in Regulation D or any successor or similar regulation), if
such liabilities were outstanding. The Reserve Percentage shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Percentage.

     SEC. The federal Securities and Exchange Commission.

     Short-term Investments. As defined in the Unsecured Master Loan Agreement.

     State. A state of the United States of America.

     Subsidiary. Any corporation, association, partnership, trust, or other
business entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes or controlling interests) of the outstanding Voting Interests.

     Subsidiary Guarantor. Collectively, Rossford Development LLC, Ramco
Roseville Plaza LLC and each Subsidiary of Borrower or the Trust which becomes a
Guarantor pursuant to Section 5.2.

     Tax Indemnity Agreement. That certain Tax Agreement dated as of May 10,
1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the
Trust).


                                        9



     Term Base Rate Loans. The Term Loans bearing interest by reference to the
Base Rate.

     Term LIBOR Rate Loans. The Term Loans bearing interest by reference to the
LIBOR Rate.

     Term Loan or Term Loans. An individual Term Loan or the aggregate Term
Loans, as the case may be, in the maximum principal amount of $22,600,000.00
made by the Term Loan Banks hereunder.

     Term Loan Banks. Collectively, the Banks which have a Term Loan Commitment,
the initial Term Loan Banks being identified on Schedule 1.1 hereto.

     Term Loan Commitment. As to each Term Loan Bank, the amount equal to such
Term Loan Bank's Term Loan Commitment Percentage of the aggregate principal
amount of the Term Loans from time to time outstanding to Borrower.

     Term Loan Commitment Percentage. With respect to each Term Loan Bank, the
percentage set forth on Schedule 1.1 hereto as such Term Loan Bank's percentage
of the aggregate Term Loan to Borrower, as the same may be changed from time to
time in accordance with the terms of this Agreement.

     Term Loan Maturity Date. September 23, 2006, or such earlier date on which
the Loans shall become due and payable pursuant to the terms hereof.

     Term Loan Note. A promissory note made by the Borrower in favor of a Term
Loan Bank in the principal face amount equal to such Term Loan Bank's Term Loan
Commitment, in substantially the form of Exhibit A hereto.

     Titled Agents. The Arranger and the Co-Syndication Agents.

     Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time. As of the date of this Agreement, the Total Commitment is
Twenty-Two Million Six Hundred Thousand and No/100 Dollars ($22,600,000.00).

     Trust Preferred Equity. Any preferred equity interest (and related note)
issued by the Trust (or a subsidiary trust created to issue such securities) (a)
which has a minimum remaining term of not less than five (5) years (b) which is
unsecured and which is not guaranteed by any other Person, (c) which imposes no
financial or negative covenants (or other covenants, representations or defaults
which have the same practical effect thereof) on the Trust, the Borrower or
their respective Subsidiaries, (d) pursuant to which all claims and liabilities
of the Trust, Borrower and its Subsidiary with respect thereto are subordinate
to the payment of the Obligations of the Borrower, the Trust and their
respective Subsidiaries on terms acceptable to the Agent, and as to which
subordination provisions the Agent and the Banks shall be third party
beneficiaries, (e) which provides that, upon the non-payment of the note and any
dividends or other distributions that are required to be paid or made with
respect thereto, the only available remedies to the holders thereof or any
trustee or agent acting on their behalf are (x) the assumption of one or more
seats on the Board of the Trust and/or (y) the blockage of (A) payments of any
dividends or other distributions to the holders of the common shares of the


                                       10



Trust or other securities ranking on a parity with or subordinate to such Trust
Preferred Equity, or (B) payments of amounts in redemption of or to repurchase
common shares of the Trust or other securities ranking on a parity with or
subordinate to such Trust Preferred Equity, and (f) which does not violate the
terms of Section 8.10 of the Unsecured Master Loan Agreement.

     Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

     Unconsolidated Affiliate. As to any Person, any other Person in which it
owns an interest which is not a Subsidiary.

     Unsecured Master Loan Agreement. The Unsecured Master Loan Agreement dated
December 13, 2005, by and among Borrower, Trust, KeyBank, individually and as
Agent, and the other banks from time to time a party thereto, as such agreement
exists as of the date hereof. In the event the Unsecured Master Loan Agreement
shall be modified or any of the provisions thereof shall be waived thereunder in
writing and the Required Banks hereunder shall have approved the same as banks
under the Unsecured Master Loan Agreement, then such amendment or waiver shall
be deemed to be part of the definition of Unsecured Master Loan Agreement.

     Voting Interests. Stock or similar ownership interests, of any class or
classes (however designated), the holders of which are at the time entitled, as
such holders, (a) to vote for the election of a majority of the directors (or
persons performing similar functions) of the corporation, association,
partnership, trust or other business entity involved, or (b) to control, manage,
or conduct the business of the corporation, partnership, association, trust or
other business entity involved.

     Wholly Owned Subsidiary. Any Subsidiary of Borrower or the Trust in which
all of the equity interests (other than in the case of a corporation, director's
qualifying shares) are at the time directly or indirectly owned by Borrower or
the Trust.

     SECTION 1.2. RULES OF INTERPRETATION.

          (a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Agreement.

          (b) The singular includes the plural and the plural includes the
singular.

          (c) A reference to any law includes any amendment or modification to
such law.

          (d) A reference to any Person includes its permitted successors and
permitted assigns.

          (e) Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a
consistent basis by the accounting entity to which they refer.

          (f) The words "include", "includes" and "including" are not limiting.


                                       11



          (g) The words "approval" and "approved", as the context so determines,
means an approval in writing given to the party seeking approval after full and
fair disclosure to the party giving approval of all material facts necessary in
order to determine whether approval should be granted.

          (h) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code as
in effect in the State of Michigan, have the meanings assigned to them therein.

          (i) Reference to a particular "Section", refers to that section of
this Agreement unless otherwise indicated.

          (j) The words "herein", "hereof", "hereunder" and words of like import
shall refer to this Agreement as a whole and not to any particular section or
subdivision of this Agreement.

SECTION 2. THE CREDIT FACILITY.

     SECTION 2.1. INTENTIONALLY OMITTED.

     SECTION 2.2. COMMITMENT TO LEND TERM LOAN. Subject to the terms and
conditions set forth in this Agreement, each of the Term Loan Banks severally
agrees to lend to Borrower on the Closing Date such Term Loan Bank's Term Loan
Commitment. The Term Loans shall be fully disbursed on the Closing Date.

     SECTION 2.3. INTENTIONALLY OMITTED.

     SECTION 2.4. INTEREST ON LOANS.

          (a) Intentionally omitted.

          (b) Intentionally omitted.

          (c) Each Term Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the date on which such
Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a
rate per annum equal to the Base Rate.

          (d) Each Term LIBOR Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the date on which such
Term LIBOR Rate Loan is repaid or is converted to a Term Base Rate Loan at the
rate per annum equal to the sum of the LIBOR Rate determined for such Interest
Period plus 1.35%.

          (e) The Borrower promises to pay interest on each Loan to it in
arrears on each Interest Payment Date with respect thereto.

          (f) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of
the other Type as provided in Section 4.1.


                                       12



     SECTION 2.5. INTENTIONALLY OMITTED.

     SECTION 2.6. FUNDS FOR LOANS.

          (a) Not later than 11:00 a.m. (Cleveland time) on the proposed
Drawdown Date of any Term Loans, each of the Term Loan Banks, as applicable,
will make available to the Agent, at the Agent's Head Office, in immediately
available funds, the amount of such Bank's Commitment Percentage of the amount
of the requested Loans which may be disbursed pursuant to Section 2.2. Upon
receipt from each such Bank of such amount, and upon receipt of the documents
required by Section 10 and Section 11 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent will make
available to the Borrower the aggregate amount of Term Loans, made available to
the Agent by the Term Loan Banks, by crediting such amount to the account of the
Borrower maintained at the Agent's Head Office or by transferring such amount to
an account designated by Borrower. The failure or refusal of any Term Loan Bank
to make available to the Agent at the aforesaid time and place on any Drawdown
Date the amount of its Commitment Percentage of the requested Loans shall not
relieve any other Term Loan Bank from its several obligation hereunder to make
available to the Agent the amount of such other Bank's Commitment Percentage of
any requested Loans. In the event of any such failure or refusal, the Banks not
so failing or refusing shall be entitled to a priority position as against the
Bank or Banks so failing or refusing for such Loans as provided in Section 12.5.

          (b) Unless the Agent shall have been notified by any Bank prior to the
applicable Drawdown Date that such Bank will not make available to the Agent
such Bank's pro rata share of a proposed Loan, the Agent may in its discretion
assume that such Bank has made such share of the proposed Loan available to
Agent in accordance with the provisions of this Agreement and the Agent may, if
it chooses, in reliance upon such assumption make such Loan available to
Borrower, and such Bank shall be liable to the Agent for the amount of such
advance. If such Bank does not pay such corresponding amount upon the Agent's
demand therefor, the Agent will promptly notify the Borrower, and the Borrower
shall promptly pay such corresponding amount to the Agent. The Agent shall also
be entitled to recover from the Bank or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to the Borrower to the date
such corresponding amount is recovered by the Agent at a per annum rate equal to
(i) from the Borrower at the applicable rate for such Loan or (ii) from a Bank
at the Federal Funds Effective Rate.

     SECTION 2.7. INTENTIONALLY OMITTED.

     SECTION 2.8. INTENTIONALLY OMITTED.

     SECTION 2.9. INTENTIONALLY OMITTED.

     SECTION 2.10. INTENTIONALLY OMITTED.

     SECTION 2.11. EVIDENCE OF DEBT. The indebtedness of the Borrower resulting
from the Loans made by each Bank from time to time shall be evidenced by one or
more accounts or records maintained by such Bank and the Agent in the ordinary
course of business, including, without limitation, the amounts of principal and
interest payable and paid to such Bank from time to time


                                       13



hereunder. The Borrower hereby irrevocably authorizes Agent and the Banks to
make, or cause to be made, at or about the time of the Drawdown Date of any Loan
or at the time of receipt of any payment thereof, an appropriate notation on
Agent's and the Bank's records reflecting the making of such Loan or (as the
case may be) the receipt of such payment. The Agent shall maintain accounts or
records in accordance with its usual practice in which it shall record: (i) the
date and the amount of each Loan made hereunder, the Type of Loan and, if
appropriate, the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Bank hereunder, and (iii) the amount of any sum received by the
Agent hereunder from the Borrower and each Bank's share thereof. The accounts or
records maintained by the Agent and each Bank shall be prima facie evidence of
the existence and amounts of the Obligations recorded therein and shall be
conclusive absent manifest error of the amount of the Loans made by the Banks to
the Borrower and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder or under the Notes, if any, to pay any
amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Bank and the accounts and
records of the Agent in respect of such matters, the accounts and records of the
Agent shall control in the absence of manifest error. The Borrower agrees that
upon the request of any Bank made through the Agent (whether for purposes of
pledge, enforcement or otherwise), the Borrower shall promptly execute and
deliver to such Bank (through the Agent) a Term Loan Note, as applicable,
payable to the order of such Bank, which shall evidence such Bank's Loans in
addition to such accounts or records. Each Bank may attach schedules to its
Notes and endorse thereon the date, Type (if applicable), amount and maturity of
its Loans and payments with respect thereto. All references to Notes in the Loan
Documents shall mean Notes, if any, to the extent issued hereunder.

SECTION 3. REPAYMENT OF THE LOANS.

     SECTION 3.1. STATED MATURITY. The Borrower promises to pay on the Term Loan
Maturity Date and there shall become absolutely due and payable on the Term Loan
Maturity Date all of the Term Loans Outstanding on such date, together with any
and all accrued and unpaid interest thereon.

     SECTION 3.2. MANDATORY PREPAYMENTS. If at any time (a) the Unsecured Term
Loan Agreement is terminated, or (b) all of the "Revolving Credit Commitments"
(as defined in the Unsecured Term Loan Agreement) are terminated, then in any of
such events the Commitment under this Agreement shall terminate and the Borrower
shall immediately pay to Agent on behalf of the Banks all principal, interest
and other amounts due and payable under this Agreement.

     SECTION 3.3. OPTIONAL PREPAYMENTS. The Borrower shall have the right, at
its election, to prepay the outstanding amount of the applicable Loans, as a
whole or in part, at any time without penalty or premium; provided, that if any
full or partial prepayment of the outstanding amount of any LIBOR Rate Loan is
made other than on the last day of the Interest Period relating thereto, such
prepayment shall be accompanied by the payment of any amounts due pursuant to
Section 4.8. The Borrower shall give the Agent, no later than 10:00 a.m.,
Cleveland time, at least five (5) Business Days' prior written notice of any
prepayment pursuant to this Section 3.3, in each case specifying the proposed
date of payment of Loans and the principal amount to be paid.


                                       14



     SECTION 3.4. PARTIAL PREPAYMENTS. Each partial prepayment of the Loans
under Section 3.3 shall be in a minimum amount of $100,000, shall be accompanied
by the payment of accrued interest on the principal prepaid to the date of
payment and, after payment of such interest, shall be applied, to the principal
of the Term Loans, and within each category, first to the principal of the Base
Rate Loans and then to the principal of the LIBOR Rate Loans.

     SECTION 3.5. EFFECT OF PREPAYMENTS. Any portion of the Term Loans that is
prepaid may not be reborrowed.

SECTION 4. CERTAIN GENERAL PROVISIONS.

     SECTION 4.1. CONVERSION OPTIONS.

          (a) The Borrower may elect from time to time to convert any of its
outstanding Term Loans to a Term Loan of another Type and such Term Loan shall
thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as
applicable; provided that (i) with respect to any such conversion of a LIBOR
Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one
(1) Business Day's prior written notice of such election, and such conversion
shall only be made on the last day of the Interest Period with respect to such
LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to
a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR
Business Days' prior written notice of such election and the Interest Period
requested for such Loan, the principal amount of the Loan so converted shall be
in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in
excess thereof and, after giving effect to the making of such Loan there shall
be no more than four (4) Term LIBOR Rate Loans outstanding at any one time; and
(iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event
of Default has occurred and is continuing. All or any part of the outstanding
Term Loans of any Type may be converted as provided herein, provided that no
partial conversion shall result in a Term Base Rate Loan in an aggregate
principal amount of less than $500,000 or a Term LIBOR Rate Loan in an aggregate
principal amount of less than $500,000 and that the aggregate principal amount
of each Loan shall be in an integral multiple of $100,000. On the date on which
such conversion is being made, each Bank shall take such action as is necessary
to transfer its Commitment Percentage of such Loans to its Domestic Lending
Office or its LIBOR Lending Office, as the case may be. Each Conversion Request
relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be
irrevocable by the Borrower.

          (b) Any Term Loan may be continued as such Type upon the expiration of
an Interest Period with respect thereto by compliance by the Borrower with the
terms of Section 4.1(a); provided that no LIBOR Rate Loan may be continued as
such when any Default or Event of Default has occurred and is continuing, but
shall be automatically converted to a Base Rate Loan on the last day of the
Interest Period relating thereto ending during the continuance of any Default or
Event of Default.

          (c) In the event that the Borrower does not notify the Agent of its
election hereunder with respect to any Loan to it, such Loan shall be
automatically converted to a Base Rate Loan at the end of the applicable
Interest Period.


                                       15



     SECTION 4.2. INTENTIONALLY OMITTED.

     SECTION 4.3. INTENTIONALLY OMITTED.

     SECTION 4.4. FUNDS FOR PAYMENTS.

          (a) All payments of principal, interest, closing fees and any other
amounts due hereunder or under any of the other Loan Documents shall be made to
the Agent, for the respective accounts of the Banks and the Agent, as the case
may be, at the Agent's Head Office, not later than 1:00 p.m. (Cleveland time) on
the day when due, in each case in lawful money of the United States in
immediately available funds. The Agent is hereby authorized to charge the
accounts of the Borrower with KeyBank designated by the Borrower, on the dates
when the amount thereof shall become due and payable, with the amounts of the
principal of and interest on the Loans and all fees, charges, expenses and other
amounts owing to the Agent and/or the Banks under the Loan Documents.

          (b) All payments by the Borrower hereunder and under any of the other
Loan Documents shall be made without setoff or counterclaim and free and clear
of and without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Borrower is
compelled by law to make such deduction or withholding. If any such obligation
is imposed upon the Borrower with respect to any amount payable by them
hereunder or under any of the other Loan Documents, the Borrower will pay to the
Agent, for the account of the Banks or (as the case may be) the Agent, on the
date on which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable the
Banks or the Agent to receive the same net amount which the Banks or the Agent
would have received on such due date had no such obligation been imposed upon
the Borrower. The Borrower will deliver promptly to the Agent certificates or
other valid vouchers for all taxes or other charges deducted from or paid with
respect to payments made by the Borrower hereunder or under such other Loan
Document.

          (c) Each Bank organized under the laws of a jurisdiction outside the
United States shall provide the Borrower with such duly executed form(s) or
statement(s) which may, from time to time, be prescribed by law and, which,
pursuant to applicable provisions of (i) an income tax treaty between the United
States and the country of residence of such Bank, (ii) the Code, or (iii) any
applicable rules or regulations in effect under (i) or (ii) above, indicates the
withholding status of such Bank; provided that nothing herein (including without
limitation the failure or inability to provide such form or statement) shall
relieve the Borrower of its obligations under Section 4.4(b). Each Bank shall
deliver photocopies of such forms or other appropriate certifications on or
before the date that any such form shall expire or become obsolete and after the
occurrence of any event requiring a change in the most recent form delivered to
the Borrower for the Agent. Any Bank which sells a participation in any of its
Commitments shall be required to obtain such forms from any participant, and
shall be required to withhold any amounts from such participant as required by
the Code or Treasury Regulations issued pursuant thereto.


                                       16



     SECTION 4.5. COMPUTATIONS. All computations of interest on the Loans and of
other fees to the extent applicable shall be based on a 360-day year and paid
for the actual number of days elapsed. Except as otherwise provided in the
definition of the term "Interest Period" with respect to LIBOR Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension. The outstanding amount of the Loans as reflected on the records
of the Agent from time to time shall be considered prima facie evidence of such
amount.

     SECTION 4.6. SUSPENSION OF LIBOR RATE LOANS. In the event that, prior to
the commencement of any Interest Period relating to any LIBOR Rate Loan, the
Agent shall reasonably determine that adequate and reasonable methods do not
exist for ascertaining the LIBOR Rate for such Interest Period, or the Agent
shall reasonably determine that the LIBOR Rate will not adequately and fairly
reflect the cost to the Banks of making or maintaining LIBOR Rate Loans for such
Interest Period, the Agent shall forthwith give notice of such determination
(which shall be conclusive and binding on the Borrower and the Banks) to the
Borrower and the Banks. In such event each LIBOR Rate Loan will automatically,
on the last day of the then current Interest Period thereof, become a Base Rate
Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be
suspended until the Agent determines that the circumstances giving rise to such
suspension no longer exist, whereupon the Agent shall so notify the Borrower and
the Banks.

     SECTION 4.7. ILLEGALITY. Notwithstanding any other provisions herein, if
any present or future law, regulation, treaty or directive or the interpretation
or application thereof shall make it unlawful, or any central bank or other
governmental authority having jurisdiction over a Bank or its LIBOR Lending
Office shall assert that it is unlawful, for any Bank to make or maintain LIBOR
Rate Loans, such Bank shall forthwith give notice of such circumstances to the
Agent and the Borrower and thereupon (a) the commitment of the Banks to make
LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans shall
forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be
converted automatically to Base Rate Loans on the last day of each Interest
Period applicable to such LIBOR Rate Loans or within such earlier period as may
be required by law.

     SECTION 4.8. ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion
thereof is repaid, or converted to a Base Rate Loan for any reason on a date
which is prior to the last day of the Interest Period applicable to such LIBOR
Rate Loan, or if repayment of the Loans has been accelerated as provided in
Section 12.1, the Borrower will pay to the Agent upon demand for the account of
the Banks in accordance with their respective Commitment Percentages, in
addition to any amounts of interest otherwise payable hereunder, any amounts
required to compensate the Banks for any losses, costs or expenses which may
reasonably be incurred as a result of such payment, reapportionment or
conversion.

     SECTION 4.9. ADDITIONAL COSTS, ETC. Notwithstanding anything herein to the
contrary, if any present or future applicable law, or any amendment or
modification of present applicable law, which expression, as used herein,
includes statutes, rules and regulations thereunder and legally binding
interpretations thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged with the
administration or the


                                       17



interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Bank or
the Agent by any central bank or other fiscal, monetary or other authority
(whether or not having the force of law), shall:

          (a) subject any Bank or the Agent to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature with respect to this
Agreement, the other Loan Documents, such Bank's Commitment the Loans (other
than taxes based upon or measured by the income or profits or gross receipts of
such Bank or the Agent), or

          (b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Bank of the principal of or the
interest on any Loans or any other amounts payable to any Bank under this
Agreement or the other Loan Documents, or

          (c) impose or increase or render applicable any special deposit,
reserve, assessment, liquidity, capital adequacy or other similar requirements
(whether or not having the force of law) against assets held by, or deposits in
or for the account of, or loans by, or commitments of an office of any Bank, or

          (d) impose on any Bank or the Agent any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the
Loans, such Bank's Commitment, or any class of loans or commitments of which any
of the Loans or such Bank's Commitment forms a part; and the result of any of
the foregoing is

               (i) to increase the cost to any Bank of making, funding, issuing,
renewing, extending or maintaining any of the Loans or such Bank's Commitment,
or

               (ii) to reduce the amount of principal, interest or other amount
payable to such Bank or the Agent hereunder on account of such Bank's Commitment
or any of the Loans, or

               (iii) to require such Bank or the Agent to make any payment or to
forego any interest or other sum payable hereunder, the amount of which payment
or foregone interest or other sum is calculated by reference to the gross amount
of any sum receivable or deemed received by such Bank or the Agent from the
Borrower hereunder,

then, and in each such case, the Borrower will within fifteen (15) days after
demand made by such Bank or (as the case may be) the Agent at any time and from
time to time and as often as the occasion therefor may arise, pay to such Bank
or the Agent such additional amounts as such Bank or the Agent shall determine
in good faith to be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or other sum. Each Bank
and the Agent in determining such amounts may use any reasonable averaging and
attribution methods, generally applied by such Bank or the Agent.

     SECTION 4.10. CAPITAL ADEQUACY. If after the date hereof any Bank
determines that (a) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies or
any change in the interpretation or application thereof by any governmental
authority charged with the administration thereof, or (b) compliance by such
Bank or its parent bank holding company with any guideline, request or directive
of any such


                                       18



entity regarding capital adequacy (whether or not having the force of law), has
the effect of reducing the return on such Bank's or such holding company's
capital as a consequence of such Bank's commitment to make Loans hereunder to a
level below that which such Bank or holding company could have achieved but for
such adoption, change or compliance (taking into consideration such Bank's or
such holding company's then existing policies with respect to capital adequacy
and assuming the full utilization of such entity's capital) by any amount deemed
by such Bank to be material, then such Bank may notify the Borrower thereof. The
Borrower agrees to pay to such Bank the amount of such reduction in the return
on capital as and when such reduction is determined, upon presentation by such
Bank of a statement of the amount and setting forth such Bank's calculation
thereof. In determining such amount, such Bank may use any reasonable averaging
and attribution methods.

     SECTION 4.11. INDEMNITY OF BORROWER. The Borrower agrees to indemnify each
Bank and to hold each Bank harmless from and against any loss, cost or expense
that such Bank may sustain or incur as a consequence of (a) default by the
Borrower in payment of the principal amount of or any interest on any LIBOR Rate
Loans as and when due and payable, including any such loss or expense arising
from interest or fees payable by such Bank to lenders of funds obtained by it in
order to maintain its LIBOR Rate Loans, or (b) default by the Borrower in making
a borrowing or conversion after the Borrower has given (or is deemed to have
given) a Conversion Request.

     SECTION 4.12. INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue principal
on the Loans and all other overdue amounts payable hereunder or under any of the
other Loan Documents (other than interest on the Loans) shall, following the
expiration of any applicable cure period expressly provided for in this
Agreement, bear interest payable on demand at a rate per annum equal to two
percent (2.0%) above the rate that would otherwise be applicable at such time
until such amount shall be paid in full (after as well as before judgment).
Overdue interest on the Loans shall, following the expiration of any applicable
cure period expressly provided for in this Agreement, bear interest payable on
demand at a rate equal to the lesser of (i) a per annum rate equal to two
percent (2.0%) above the rate that would otherwise be applicable at such time or
(ii) the maximum annual rate of interest permitted by applicable law until such
amount shall be paid in full (after as well as before judgment), provided that
in no event shall such rate exceed ten percent (10%) per annum. In addition, the
Borrower shall pay a late charge equal to four percent (4.0%) of any amount of
interest and/or principal payable on the Loans or any other amounts payable
hereunder or under the Loan Documents, which is not paid by the Borrower within
fifteen (15) days after the same shall become due and payable.

     SECTION 4.13. CERTIFICATE. A certificate setting forth any amounts payable
pursuant to Section 4.8, Section 4.9, Section 4.10, Section 4.11 or Section 4.12
and a brief explanation of such amounts which are due, submitted by any Bank or
the Agent to the Borrower, shall be conclusive in the absence of manifest error.

     SECTION 4.14. LIMITATION ON INTEREST. Notwithstanding anything in this
Agreement to the contrary, all agreements between the Borrower and the Banks and
the Agent, whether now existing or hereafter arising and whether written or
oral, are hereby limited so that in no contingency, whether by reason of
acceleration of the maturity of any of the Obligations or otherwise, shall the
interest contracted for, charged or received by the Banks exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,


                                       19



interest would otherwise be payable to the Banks in excess of the maximum lawful
amount, the interest payable to the Banks shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Banks shall
ever receive anything of value deemed interest by applicable law in excess of
the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the Obligations of the
Borrower and to the payment of interest or, if such excessive interest exceeds
the unpaid balance of principal of the Obligations of the Borrower, such excess
shall be refunded to the Borrower. All interest paid or agreed to be paid to the
Banks shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the Borrower (including the period of any
renewal or extension thereof) so that the interest thereon for such full period
shall not exceed the maximum amount permitted by applicable law. This section
shall control all agreements between the Borrower and the Banks and the Agent.

     SECTION 4.15. INTENTIONALLY OMITTED.

SECTION 5. UNSECURED OBLIGATION; GUARANTY.

     SECTION 5.1. COLLATERAL. The Banks have agreed to make the Loans to the
Borrower for the account of Borrower on an unsecured basis. Notwithstanding the
foregoing, the Obligations shall be guaranteed pursuant to the terms of the
Guaranty.

     SECTION 5.2. NEW GUARANTORS.

          (a) Requirement to Become Guarantor. In the event that any Wholly
Owned Subsidiary of Borrower or the Trust, whether presently existing or
hereafter formed or acquired, which is not a Guarantor at such time, shall own
or be the lessee under a Ground Lease of an Unencumbered Borrowing Base Property
(as defined in the Unsecured Master Loan Agreement) or otherwise have a
leasehold or other interest in an Unencumbered Borrowing Base Property (as
defined in the Unsecured Master Loan Agreement), then Borrower shall cause such
Subsidiary to execute and deliver to the Agent each of the following items, each
in form and substance satisfactory to the Agent: (i) a Joinder Agreement and
(ii) the items that would have been delivered under Section 10.2 through Section
10.5 if such Subsidiary had been a Guarantor as of the date hereof. The
organizational agreements of each such Subsidiary created after the Closing Date
shall specifically authorize each such Subsidiary to guarantee the Obligations.

          (b) Release of a Guarantor. The Borrower may request in writing that
the Agent release, and upon receipt of such request the Agent shall release
(subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) no
Default or Event of Default shall then be in existence or would occur as a
result of such release; (ii) the Agent shall have received such written request
at least ten (10) Business Days prior to the requested date of release; (iii)
Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either
that (A) the Trust and/or the Borrower has disposed of or simultaneously with
such release will dispose of its entire interest in such Guarantor or that all
of the assets of such Guarantor will be disposed of in compliance with the terms
of this Agreement, and if such transaction involves the disposition by such
Guarantor of all of its assets, the net cash proceeds from such disposition are
being distributed to the Trust and/or the Borrower in connection with such
disposition, (B) such


                                       20



Guarantor will be the borrower with respect to Secured Indebtedness (as defined
in the Unsecured Master Loan Agreement) permitted under this Agreement, which
Indebtedness will be secured by a Lien (as defined in the Unsecured Master Loan
Agreement) on the assets of such Guarantor, or (C) the Trust and/or the Borrower
has contributed or simultaneously with such release will contribute its entire
direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or
a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will
be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary
which is not a Wholly Owned Subsidiary in compliance with the terms of this
Agreement. Delivery by the Borrower to the Agent of any such request for a
release shall constitute a representation by the Borrower that the matters set
forth in the preceding sentence (both as of the date of the giving of such
request and as of the date of the effectiveness of such request) are true and
correct with respect to such request. Notwithstanding the foregoing, the
foregoing provisions shall not apply to the Trust, which may only be released
upon the written approval of Agent and all of the Banks.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER.

     The Borrower and the Trust, jointly and severally, represent and warrant to
the Agent and the Banks as follows.

     SECTION 6.1. CORPORATE AUTHORITY, ETC.

          (a) Incorporation; Good Standing. The Borrower is a Delaware limited
partnership duly organized pursuant to its first amended and restated limited
partnership agreement dated May 10, 1996, as amended by amendments one through
twenty, and a Certificate of Limited Partnership and amendments thereto filed
with the Secretary of the State of Delaware and is validly existing and in good
standing under the laws of the State of Delaware. The Trust is a Maryland real
estate investment trust duly organized pursuant to its trust declaration dated
October 2, 1997, as amended and supplemented, and a Certificate of Trust filed
with the Secretary of the State of Maryland and is validly existing and in good
standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a
limited partnership, limited liability company or other entity duly organized
and validly existing and in good standing under the laws of its respective State
of organization. Each of the Borrower and the Guarantors (i) has all requisite
power to own its respective property and conduct its respective business as now
conducted and as presently contemplated, and (ii) as to the Borrower and the
Guarantors are in good standing as a foreign entity and is duly authorized to do
business in the jurisdictions where the Unencumbered Borrowing Base Properties
(as defined in the Unsecured Loan Agreement) are located and in each other
jurisdiction where a failure to be so qualified in such other jurisdiction could
have a materially adverse effect on the business, assets or financial condition
of such Person. The Trust is a real estate investment trust in full compliance
with and entitled to the benefits of Section 856 of the Code, and has elected to
be treated as a real estate investment trust pursuant to the Code.

          (b) Subsidiaries. Each of the Subsidiaries of the Borrower and the
Trust (i) is a corporation, limited partnership, limited liability company or
trust duly organized under the laws of its State of organization and is validly
existing and in good standing under the laws thereof, (ii) has all requisite
power to own its property and conduct its business as now


                                       21



conducted and as presently contemplated and (iii) is in good standing and is
duly authorized to do business in each jurisdiction where Real Estate held by it
is located and in each other jurisdiction where a failure to be so qualified
could have a materially adverse effect on the business, assets or financial
condition of the Borrower, the Trust, or such Subsidiary.

          (c) Authorization. The execution, delivery and performance of this
Agreement and the other Loan Documents to which the Borrower, the Guarantors or
any of their respective Subsidiaries is or is to become a party and the
transactions contemplated hereby and thereby (i) are within the authority of
such Person, (ii) have been duly authorized by all necessary proceedings on the
part of such Person, (iii) do not and will not conflict with or result in any
breach or contravention of any provision of law, statute, rule or regulation to
which such Person is subject or any judgment, order, writ, injunction, license
or permit applicable to such Person, (iv) do not and will not conflict with or
constitute a default (whether with the passage of time or the giving of notice,
or both) under any provision of the articles of incorporation, partnership
agreement, declaration of trust or other charter documents or bylaws of, or any
agreement or other instrument binding upon, such Person or any of its
properties, and (v) do not and will not result in or require the imposition of
any lien or other encumbrance on any of the properties, assets or rights of such
Person.

          (d) Enforceability. The execution and delivery of this Agreement and
the other Loan Documents to which the Borrower, the Guarantors or any of their
respective Subsidiaries is or is to become a party are valid and legally binding
obligations of such Person enforceable in accordance with the respective terms
and provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.

     SECTION 6.2. GOVERNMENTAL APPROVALS. The execution, delivery and
performance of this Agreement and the other Loan Documents to which the
Borrower, the Guarantors or any of their respective Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

     SECTION 6.3. INTENTIONALLY OMITTED.

     SECTION 6.4. INTENTIONALLY OMITTED.

     SECTION 6.5. INTENTIONALLY OMITTED.

     SECTION 6.6. INTENTIONALLY OMITTED.

     SECTION 6.7. LITIGATION. Except as stated on Schedule 6.7 there are no
actions, suits, proceedings or investigations of any kind pending or to the
knowledge of such person threatened against the Borrower, the Guarantors or any
of their respective Subsidiaries before any court, tribunal, arbitrator,
mediator or administrative agency or board that, if adversely determined, might,
either in any case or in the aggregate, materially adversely affect the
properties, assets, financial condition or business of such Person or materially
impair the right of such Person to


                                       22



carry on business substantially as now conducted by it, or result in any
liability not adequately covered by insurance, or for which adequate reserves
are not maintained on the balance sheet of such Person, or which question the
validity of this Agreement or any of the other Loan Documents, any action taken
or to be taken pursuant hereto or thereto or any lien or security interest
created or intended to be created pursuant hereto or thereto, or which will
adversely affect the ability of the Borrower or the Guarantors to pay and
perform the Obligations in the manner contemplated by this Agreement and the
other Loan Documents. Except as set forth on Schedule 6.7, as of the date of
this Agreement, there are no judgments outstanding against or adversely
affecting any of the Borrower, the Guarantors or any of their respective
Subsidiaries.

     SECTION 6.8. INTENTIONALLY OMITTED.

     SECTION 6.9. INTENTIONALLY OMITTED.

     SECTION 6.10. INTENTIONALLY OMITTED.

     SECTION 6.11. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

     SECTION 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
Borrower, the Guarantors or any of their respective Subsidiaries is or after
giving effect to any Loan will be, subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act or the Investment
Company Act of 1940 or to any federal or state statute or regulation limiting
its ability to incur indebtedness for borrowed money.

     SECTION 6.13. INTENTIONALLY OMITTED.

     SECTION 6.14. INTENTIONALLY OMITTED.

     SECTION 6.15. INTENTIONALLY OMITTED.

     SECTION 6.16. INTENTIONALLY OMITTED.

     SECTION 6.17. REGULATIONS T, U AND X. No portion of any Loan is to be used
for the purpose of purchasing or carrying any "margin security" or "margin
stock" as such terms are used in Regulations T, U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.
Neither the Borrower nor any Guarantor is engaged, and neither the Borrower nor
any Guarantor will engage, principally or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
"margin security" or "margin stock" as such terms are used in Regulations T, U
and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts
220, 221 and 224.

     SECTION 6.18. INTENTIONALLY OMITTED.

     SECTION 6.19. INTENTIONALLY OMITTED.

     SECTION 6.20. INTENTIONALLY OMITTED.


                                       23



     SECTION 6.21. LOAN DOCUMENTS. All of the representations and warranties
made by or on behalf of the Borrower, the Guarantors, and their respective
Subsidiaries in this Agreement and the other Loan Documents or any document or
instrument delivered to the Agent or the Banks pursuant to or in connection with
any of such Loan Documents are true and correct in all material respects, and
neither the Borrower, the Guarantors nor any of their respective Subsidiaries
has failed to disclose such information as is necessary to make such
representations and warranties not misleading.

     SECTION 6.22. INTENTIONALLY OMITTED.

     SECTION 6.23. BROKERS. None of the Borrower, the Guarantors or any of their
respective Subsidiaries has engaged or otherwise dealt with any broker, finder
or similar entity in connection with this Agreement or the Loans contemplated
hereunder.

     SECTION 6.24. INTENTIONALLY OMITTED.

     SECTION 6.25. SOLVENCY. As of the Closing Date and after giving effect to
the transactions contemplated by this Agreement and the other Loan Documents,
including all Loans made or to be made hereunder, neither the Borrower, the
Guarantors nor any of their Subsidiaries is insolvent on a balance sheet basis
such that the sum of such Person's assets exceeds the sum of such Person's
liabilities, such Person is able to pay its debts as they become due, and such
Person has sufficient capital to carry on its business.

     SECTION 6.26. CONTRIBUTION AGREEMENT. Borrower has delivered or made
available to the Agent a true, correct and complete copy of the Contribution
Agreement. The Contribution Agreement is in full force and effect in accordance
with its terms, there are no material claims resulting from non-performance of
the terms thereof or otherwise or any basis for a material claim by any party to
the Contribution Agreement, nor has there been any waiver of any material terms
thereunder.

     SECTION 6.27. NO FRAUDULENT INTENT. Neither the execution and delivery of
this Agreement or any of the other Loan Documents nor the performance of any
actions required hereunder or thereunder is being undertaken by the Borrower,
any Guarantor or any of their respective Subsidiaries with or as a result of any
actual intent by any of such Persons to hinder, delay or defraud any entity to
which any of such Persons is now or will hereafter become indebted.

     SECTION 6.28. TRANSACTION IN BEST INTERESTS OF BORROWER; CONSIDERATION. The
transaction evidenced by this Agreement and the other Loan Documents is in the
best interests of the Borrower, the Guarantors, each of their respective
Subsidiaries and the creditors of such Persons. The direct and indirect benefits
to inure to the Borrower, the Guarantors and each of their respective
Subsidiaries pursuant to this Agreement and the other Loan Documents constitute
substantially more than "reasonably equivalent value" (as such term is used in
Section 548 of the Bankruptcy Code) and "valuable consideration," "fair value,"
and "fair consideration," (as such terms are used in any applicable state
fraudulent conveyance law), in exchange for the benefits to be provided by the
Borrower, the Guarantors and each of their respective Subsidiaries pursuant to
this Agreement and the other Loan Documents, and but for the willingness of the
Guarantors to guaranty the Loan, Borrower would be unable to obtain the
financing contemplated hereunder


                                       24



which financing will enable the Borrower and its Subsidiaries to have available
financing to refinance existing indebtedness and to conduct and expand their
business.

     SECTION 6.29. INTENTIONALLY OMITTED.

     SECTION 6.30. INTENTIONALLY OMITTED.

     SECTION 6.31. INTENTIONALLY OMITTED.

     SECTION 6.32. INTENTIONALLY OMITTED.

     SECTION 6.33. RESTATEMENT OF REPRESENTATIONS SET FORTH IN THE UNSECURED
LOAN AGREEMENT. The Borrower and the Trust restate and affirm each and every
representation and warranty set forth in the Unsecured Master Loan Agreement as
if the same were more fully set forth herein.

SECTION 7. AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER.

     The Trust (to the extent hereinafter provided) and the Borrower covenant
and agree that, so long as any Loan or Note is outstanding or any Bank has any
obligation to make any Loans:

     SECTION 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans and all interest and
fees provided for in this Agreement, all in accordance with the terms of this
Agreement and the Notes as well as all other sums owing pursuant to the Loan
Documents.

     SECTION 7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills,
Michigan, 48334, or at such other place in the United States of America as the
Borrower shall designate upon prior written notice to the Agent and the Banks,
where notices, presentations and demands to or upon the Borrower in respect of
the Loan Documents may be given or made.

     SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower and the Trust will (a)
keep, and cause each of their respective Subsidiaries to keep, true and accurate
records and books of account in which full, true and correct entries will be
made in accordance with generally accepted accounting principles and (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation and amortization of its properties and the properties of their
respective Subsidiaries, contingencies and other reserves. Neither the Borrower
nor the Guarantors nor any of their respective Subsidiaries shall, without the
prior written consent of the Majority Banks, (x) make any material changes to
the accounting principles used by such Person in preparing the financial
statements and other information described in Section6.4 or (y) change its
fiscal year.

     SECTION 7.4. INTENTIONALLY OMITTED.

     SECTION 7.5. NOTICES.

          (a) Defaults. The Borrower will promptly notify the Agent in writing
of the occurrence of any Default or Event of Default. If any Person shall give
any notice or take any


                                       25



other action in respect of a claimed default (whether or not constituting an
Event of Default) under this Agreement or under any note, evidence of
indebtedness, indenture or other obligation to which or with respect to which
the Borrower, the Guarantors or any of their respective Subsidiaries is a party
or obligor, whether as principal or surety, and such default would permit the
holder of such note or obligation or other evidence of indebtedness to
accelerate the maturity thereof, which acceleration would either cause a Default
or Event of Default or would have a material adverse effect on the Borrower or
any Guarantor or any of their respective Subsidiaries, the Borrower shall
forthwith give written notice thereof to the Agent and each of the Banks,
describing the notice or action and the nature of the claimed default.

          (b) INTENTIONALLY OMITTED.

          (c) INTENTIONALLY OMITTED.

          (d) Notification of Banks. Promptly after receiving any notice under
this Section 7.5, the Agent will forward a copy thereof to each of the Banks,
together with copies of any certificates or other written information that
accompanied such notice.

     SECTION 7.6. INTENTIONALLY OMITTED.

     SECTION 7.7. INTENTIONALLY OMITTED.

     SECTION 7.8. INTENTIONALLY OMITTED.

     SECTION 7.9. INSPECTION OF PROPERTIES AND BOOKS. The Borrower and the Trust
shall permit the Banks at such Bank's expense to visit and inspect any of the
properties of the Borrower, the Guarantors or any of their respective
Subsidiaries, and at the Borrower's expense to examine the books of account of
the Borrower, the Guarantors or any of their respective Subsidiaries (and to
make copies thereof and extracts therefrom) and to discuss the affairs, finances
and accounts of the Borrower, the Guarantors or any of their respective
Subsidiaries with, and to be advised as to the same by, its officers, all at
such reasonable times and intervals as the Agent or any Bank may reasonably
request, provided that so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower shall not be required to pay for such
examinations more often than once in any twelve (12) month period. The Banks
shall use good faith efforts to coordinate such visits and inspections so as to
minimize the interference with and disruption to the Borrower's normal business
operations.

     SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower and the Trust will comply with, and will cause each of their respective
Subsidiaries to comply in all respects with, (i) all applicable laws and
regulations now or hereafter in effect wherever its business is conducted,
including all Environmental Laws (as defined in the Unsecured Master Loan
Agreement), (ii) the provisions of its corporate charter, partnership agreement
or declaration of trust, as the case may be, and other charter documents and
bylaws, (iii) all agreements and instruments to which it is a party or by which
it or any of its properties may be bound, (iv) all applicable decrees, orders,
and judgments, and (v) all licenses and permits required by applicable laws and
regulations for the conduct of its business or the ownership, use or operation
of its properties. If at any time while any Loan or Note is outstanding or the
Banks have any obligation to make Loans hereunder, any authorization, consent,
approval, permit or


                                       26



license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrower or the Guarantors may
fulfill any of its obligations hereunder or under the other Loan Documents, the
Borrower will immediately take or cause to be taken all steps necessary to
obtain or cause such Guarantor or Subsidiary to obtain such authorization,
consent, approval, permit or license and furnish the Agent and the Banks with
evidence thereof.

     SECTION 7.11. USE OF PROCEEDS. Subject to the terms, covenants and
conditions set forth herein, the Borrower will use the proceeds of the Loans to
the Borrower solely to provide financing for purchasing that real property
located in Kissimmee, Florida and commonly referred to as SuperTarget at
Kissimmee West (which is intended by Borrower to be an "Unencumbered Borrowing
Base Property" as defined in the Unsecured Master Loan Agreement) and to pay
closing costs hereunder.

     SECTION 7.12. FURTHER ASSURANCES. Each of the Borrower and the Trust will
cooperate with, and will cause each of their respective Subsidiaries to
cooperate with the Agent and the Banks and execute such further instruments and
documents as the Banks or the Agent shall reasonably request to carry out to
their satisfaction the transactions contemplated by this Agreement and the other
Loan Documents.

     SECTION 7.13. COMPLIANCE. The Borrower and the Trust shall operate their
respective businesses, and shall cause each of their respective Subsidiaries to
operate its business, in compliance with the terms and conditions of this
Agreement and the other Loan Documents. The Trust shall at all times comply with
all requirements of applicable laws necessary to maintain REIT Status, shall
elect to be treated as a real estate investment trust and shall operate its
business in compliance with the terms and conditions of this Agreement and the
other Loan Documents.

     SECTION 7.14. INTENTIONALLY OMITTED.

     SECTION 7.15. INTENTIONALLY OMITTED.

     SECTION 7.16. INTENTIONALLY OMITTED.

     SECTION 7.17. INTENTIONALLY OMITTED.

     SECTION 7.18. INTENTIONALLY OMITTED.

     SECTION 7.19. INTENTIONALLY OMITTED

     SECTION 7.20. INCREASE OF REVOLVING CREDIT COMMITMENT.

          (a) Notwithstanding the terms and provisions of Section 2.8 of the
Unsecured Master Loan Agreement, the Borrower covenants and agrees that, so long
as any Loan or Note is outstanding or any of the Banks has any obligation to
make any Loans that the Borrower shall only be permitted to increase the Total
Revolving Credit Commitment (as defined in the Unsecured Master Loan Agreement)
by a total amount of $70,000,000.00.


                                       27



          (b) In the event that the Borrower fails to pay on the Term Loan
Maturity Date all of the Term Loans Outstanding on such date, together with any
and all accrued and unpaid interest thereon, Borrower and Trust hereby
authorizes the Banks to exercise on Borrower's behalf, Borrower's right to
increase the Total Revolving Credit Commitment by an amount necessary to pay all
Term Loans Outstanding, and Borrower shall pay any fees and expenses due to the
Agent and the Revolving Credit Banks under the Unsecured Master Loan Agreement
relating to such increase.

     SECTION 7.21. COMPLIANCE WITH COVENANTS IN UNSECURED MASTER LOAN AGREEMENT.
The Borrower agrees to, and agrees to cause the Guarantors to, perform and
comply with each and every covenant, whether affirmative or negative, of the
Borrower or the Guarantors set forth in the Unsecured Master Loan Agreement and
the other "Loan Documents" (as defined in the Unsecured Master Loan Agreement)
as if the same were more fully set forth herein. In the event that the Unsecured
Master Loan Agreement shall terminate or otherwise be of no force or effect,
then the obligation of the Borrower and the Guarantors hereunder to perform each
and every covenant therein and to restate and reaffirm every representation and
warranty therein shall survive notwithstanding such termination. Borrower and
Trust shall furnish to Agent each of the financial statements, reports,
compliance certificates and other items and information required under Article 7
of the Unsecured Master Loan Agreement to be delivered to the "Agent" or the
"Banks" thereunder, in the form and on the dates required by the Unsecured
Master Loan Agreement to be delivered to the "Agent" or the "Banks" for so long
as this Agreement is in effect; provided that the delivery of such items to the
Banks as "Banks" and the "Agent" under the Unsecured Master Loan Agreement shall
satisfy the foregoing requirement. Upon the request of Agent, the Borrower and
Guarantors shall enter into such amendments to the Loan Documents as Agent may
reasonably request to incorporate some or all of the representatives, warranties
and covenants of the Unsecured Master Loan Agreement into the Loan Documents.

SECTION 8. INTENTIONALLY OMITTED.

SECTION 9. INTENTIONALLY OMITTED.

SECTION 10. CLOSING CONDITIONS.

     The obligations of the Agent and the Banks to enter into this Agreement and
to make the Loans shall be subject to the satisfaction of the following:

     SECTION 10.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance reasonably satisfactory to
the Agent. The Agent shall have received a fully executed copy of each such
document, except that each Bank shall have received a fully executed counterpart
of its Note, if any.

     SECTION 10.2. CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS. The Agent shall
have received from the Borrower a copy, certified as of a recent date by the
appropriate officer of each State in which the Borrower, the Guarantors or any
of their respective Subsidiaries, as applicable, is organized or in which the
Real Estate is located and a duly authorized partner, member or officer of such
Person, as applicable, to be true and complete, of the partnership agreement,
corporate


                                       28



charter, declaration of trust or other organizational documents of the
Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification
to do business, as applicable, as in effect on such date of certification.

     SECTION 10.3. RESOLUTIONS. All action on the part of the Borrower, the
Guarantors, or any of their respective Subsidiaries as applicable, necessary for
the valid execution, delivery and performance by such Person of this Agreement
and the other Loan Documents to which such Person is or is to become a party
shall have been duly and effectively taken, and evidence thereof satisfactory to
the Agent shall have been provided to the Agent. The Agent shall have received
from the Trust true copies of the resolutions adopted by its board of directors
authorizing the transactions described herein, each certified by its secretary
as of a recent date to be true and complete.

     SECTION 10.4. INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The Agent shall
have received incumbency certificates, dated as of the date of this Agreement,
signed by a duly authorized officer of the Trust (with respect to the Borrower
and the Guarantors) and giving the name and bearing a specimen signature of each
individual who shall be authorized to sign, in the name and on behalf of the
Borrower and the Guarantors, each of the Loan Documents to which such Person is
or is to become a party. The Agent shall have also received from the Borrower a
certificate, dated as of the date of this Agreement, signed by a duly authorized
officer of the Borrower and giving the name and specimen signature of each
individual who shall be authorized to make Loan and Conversion Requests, and to
give notices and to take other action on behalf of the Borrower under the Loan
Documents.

     SECTION 10.5. OPINION OF COUNSEL. The Agent shall have received a favorable
opinion addressed to the Banks and the Agent and dated as of the date of this
Agreement, in form and substance satisfactory to the Banks and the Agent, from
counsel of the Borrower and the Guarantors as to such matters as the Agent shall
reasonably request.

     SECTION 10.6. INTENTIONALLY OMITTED.

     SECTION 10.7. PERFORMANCE; NO DEFAULT. The Borrower and Guarantors shall
have performed and complied with all terms and conditions herein required to be
performed or complied with by it on or prior to the Closing Date, and on the
Closing Date there shall exist no Default or Event of Default.

     SECTION 10.8. REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by the Borrower, the Guarantors and their Subsidiaries in the
Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors
or any of their respective Subsidiaries in connection therewith or after the
date thereof shall have been true and correct in all material respects when made
and shall also be true and correct in all material respects on the Closing Date.

     SECTION 10.9. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Agreement and the other Loan Documents
shall be reasonably satisfactory to the Agent and the Agent's Special Counsel in
form and substance, and the Agent shall have received all information and such
counterpart originals or certified copies of such


                                       29



documents and such other certificates, opinions or documents as the Agent and
the Agent's Special Counsel may reasonably require.

     SECTION 10.10. STOCKHOLDER AND PARTNER CONSENTS. The Agent shall have
received evidence satisfactory to the Agent that all necessary stockholder,
member and partner consents required in connection with the consummation of the
transactions contemplated by this Agreement and the other Loan Documents have
been obtained.

     SECTION 10.11. COMPLIANCE CERTIFICATE. A Compliance Certificate dated as of
the date of this Agreement demonstrating compliance with each of the covenants
calculated therein as of the most recent fiscal quarter end for which the
Borrower or the Trust has provided financial statements under Section 6.4,
adjusted in the best good faith estimate of the Borrower or the Guarantor, as
applicable, dated as of the date of this Agreement shall have been delivered to
the Agent.

     SECTION 10.12. INTENTIONALLY OMITTED.

     SECTION 10.13. CONTRIBUTION AGREEMENT. The Agent shall have received a
fully executed counterpart of the Contribution Agreement.

     SECTION 10.14. NO LEGAL IMPEDIMENT. No change shall have occurred in any
law or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Bank would make it illegal for such Bank to make such Loan.

     SECTION 10.15. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

     SECTION 10.16. INTENTIONALLY OMITTED.

     SECTION 10.17. OTHER. The Agent shall have reviewed such other documents,
instruments, certificates, opinions, assurances, consents and approvals as the
Agent or the Agent's Special Counsel may reasonably have requested.

SECTION 11. CONDITIONS TO ALL BORROWINGS.

     The obligations of the Banks to make any Loan, whether on or after the date
of this Agreement, shall also be subject to the satisfaction of the following
conditions precedent:

     SECTION 11.1. PRIOR CONDITIONS SATISFIED. All conditions set forth in
Section 10 shall continue to be satisfied as of the date upon which any Loan is
to be made.

     SECTION 11.2. REPRESENTATIONS TRUE; NO DEFAULT. Each of the representations
and warranties made by or on behalf of the Borrower, the Guarantors or any of
their respective Subsidiaries contained in this Agreement, the other Loan
Documents or in any document or instrument delivered pursuant to or in
connection with this Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such
Loan with the same effect as if made at and as of that time (except to the
extent of changes resulting


                                       30



from transactions contemplated or permitted by this Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that singly
or in the aggregate are not materially adverse, and except to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing. The Agent
shall have received a certificate of the Borrower and the Trust signed by an
authorized officer of the Borrower and the Trust to such effect.

     SECTION 11.3. INTENTIONALLY OMITTED.

SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC.

     SECTION 12.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

          (a) the Borrower shall fail to pay any principal of any of the Loans
after the same shall become due and payable, whether at the stated date of
maturity or any accelerated date of maturity or at any other date fixed for
payment;

          (b) the Borrower shall fail to pay any interest on the Loans, or any
other fees or sums due hereunder or under any of the other Loan Documents,
within ten (10) days after the same shall become due and payable, whether at the
stated date of maturity or any accelerated date of maturity or at any other date
fixed for payment;

          (c) the Borrower or any Guarantor or any of their respective
Subsidiaries shall fail to perform or observe any term, covenant, condition or
agreement contained in Section 7.21 and such failure under this Section 12.1(c)
shall, as to the particular covenant or covenants contained in the Unsecured
Master Loan Agreement not so performed or observed continue beyond the period of
any grace or notice and cure period set forth in the Unsecured Master Loan
Agreement with respect to the non-performance of such covenant;

          (d) the Borrower or any Guarantor or any of their respective
Subsidiaries shall fail to perform any other material term, covenant or
agreement contained herein or in any of the other Loan Documents (other than
those specified in this Section 12), and such failure shall continue for thirty
(30) days after written notice thereof shall have been given to the Borrower by
the Agent;

          (e) any representation or warranty made by or on behalf of the
Borrower, any Guarantor or any of their respective Subsidiaries in this
Agreement or any other Loan Document, or in any report, certificate, financial
statement, request for a Loan, or in any other document or instrument delivered
pursuant to or in connection with this Agreement, any advance of a Loan or any
of the other Loan Documents shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

          (f) the Borrower, any Guarantor or any of their respective
Subsidiaries shall fail to pay at maturity, or within any applicable period of
grace, any obligation for borrowed money or credit received or other
Indebtedness, or fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing any such borrowed money or credit received or other Indebtedness for
such period of time as


                                       31



would permit (assuming the giving of appropriate notice if required) the holder
or holders thereof or of any obligations issued thereunder to accelerate the
maturity thereof or require the prepayment or purchase thereof, provided that
the events described in this Section 12.1(f) shall not constitute an Event of
Default unless such failure to perform, together with other failures to perform
as described in this Section 12.1(f), involve singly or in the aggregate
obligations for borrowed money or credit received totaling in excess of
$10,000,000.00;

          (g) the Borrower, any Guarantor or any of their respective
Subsidiaries, (i) shall make an assignment for the benefit of creditors, or
admit in writing its general inability to pay or generally fail to pay its debts
as they mature or become due, or shall petition or apply for the appointment of
a trustee or other custodian, liquidator or receiver of any such Person or of
any substantial part of the assets of any thereof, (ii) shall commence any case
or other proceeding relating to any such Person under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, or
(iii) shall take any action to authorize or in furtherance of any of the
foregoing;

          (h) a petition or application shall be filed for the appointment of a
trustee or other custodian, liquidator or receiver of any of the Borrower, any
Guarantor or any of their respective Subsidiaries or any substantial part of the
assets of any thereof, or a case or other proceeding shall be commenced against
any such Person under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, and any such Person shall indicate its
approval thereof, consent thereto or acquiescence therein or such petition,
application, case or proceeding shall not have been dismissed within sixty (60)
days following the filing or commencement thereof;

          (i) a decree or order is entered appointing any trustee, custodian,
liquidator or receiver or adjudicating any of the Borrower, any Guarantor or any
of their respective Subsidiaries bankrupt or insolvent, or approving a petition
in any such case or other proceeding, or a decree or order for relief is entered
in respect of any such Person in an involuntary case under federal bankruptcy
laws as now or hereafter constituted;

          (j) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than sixty (60) days, whether or not consecutive, any
uninsured final judgment against any of the Borrower, any Guarantor or any of
their respective Subsidiaries that, with other outstanding uninsured final
judgments, undischarged, against such Persons exceeds in the aggregate
$10,000,000.00;

          (k) any of the Loan Documents or the Contribution Agreement shall be
canceled, terminated, revoked or rescinded otherwise than in accordance with the
terms thereof or with the express prior written agreement, consent or approval
of the Banks, or any action at law, suit in equity or other legal proceeding to
cancel, revoke or rescind any of the Loan Documents or the Contribution
Agreement shall be commenced by or on behalf of the Borrower, any Guarantor, any
of their respective Subsidiaries or any of their respective holders of Voting
Interests, or any court or any other governmental or regulatory authority or
agency of competent jurisdiction shall make a determination that, or issue a
judgment, order, decree or ruling to the


                                       32



effect that, any one or more of the Loan Documents or the Contribution Agreement
is illegal, invalid or unenforceable in accordance with the terms thereof;

          (l) any dissolution, termination, partial or complete liquidation,
merger or consolidation of the Borrower or the Trust or any of their respective
Subsidiaries or any sale, transfer or other disposition of the assets of the
Borrower, the Trust or any of their respective Subsidiaries other than as
permitted under the terms of this Agreement or the other Loan Documents;

          (m) any suit or proceeding shall be filed against the Borrower or any
Guarantor or any of their respective Subsidiaries or any of their respective
assets which in the good faith business judgment of the Majority Banks after
giving consideration to the likelihood of success of such suit or proceeding and
the availability of insurance to cover any judgment with respect thereto and
based on the information available to them if adversely determined, would have a
materially adverse effect on the ability of the Borrower, any Guarantor or any
of their respective Subsidiaries to perform each and every one of its
obligations under and by virtue of the Loan Documents and such suit or
proceeding is not dismissed within sixty (60) days following the filing or
commencement thereof;

          (n) the Borrower, any Guarantor, any of their respective Subsidiaries
or any Person so connected with them shall be indicted for a federal crime, a
punishment for which could include the forfeiture of any assets of Borrower, any
Guarantor or any of their respective Subsidiaries, including the Real Estate;

          (o) with respect to any Guaranteed Pension Plan, an ERISA Reportable
Event shall have occurred and the Majority Banks shall have determined in their
reasonable discretion that such event reasonably could be expected to result in
liability of the Borrower, any Guarantor or any of their respective Subsidiaries
to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding
$1,000,000 and such event in the circumstances occurring reasonably could
constitute grounds for the termination of such Guaranteed Pension Plan by the
PBGC or for the appointment by the appropriate United States District Court of a
trustee to administer such Guaranteed Pension Plan; or a trustee shall have been
appointed by the United States District Court to administer such Plan or the
PBGC shall have instituted proceedings to terminate such Guaranteed Pension
Plan;

          (p) a Change of Control shall occur;

          (q) either of the President or Chief Executive Officer of the Trust
approved by the Majority Banks as of the date of this Agreement shall cease to
be the President or Chief Executive Officer, as applicable, of the Trust and a
competent and experienced successor for such Person shall not be approved by the
Majority Banks within six (6) months of such event, such approval not to be
unreasonably withheld;

          (r) any Event of Default (as defined in any of the other Loan
Documents) shall occur; or

          (s) An "Event of Default" (as defined in the Unsecured Master Loan
Agreement) shall occur.


                                       33



then, and in any such event, the Agent may, and upon the request of the Majority
Banks shall, by notice in writing to the Borrower declare all amounts owing with
respect to this Agreement, the Notes, the other Loan Documents to be, and they
shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; provided that in the event of any Event
of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i), all
such amounts shall become immediately due and payable automatically without any
requirement of presentment, demand, protest or other notice of any kind from any
of the Banks or the Agent.

     SECTION 12.2. LIMITATION OF CURE PERIODS. Notwithstanding the provisions of
subsections (b) and (d) of Section 12.1, the cure periods provided therein shall
not be allowed and the occurrence of a Default thereunder immediately shall
constitute an Event of Default for all purposes of this Agreement and the other
Loan Documents if, within the period of twelve (12) months immediately preceding
the occurrence of such Default, there shall have occurred two (2) periods of
cure or portions thereof under any one or more than one of said subsections.

     SECTION 12.3. TERMINATION OF COMMITMENTS. If any one or more Events of
Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i) shall
occur, then immediately and without any action on the part of the Agent or any
Bank any unused portion of the credit hereunder shall terminate and the Banks
shall be relieved of all obligations to make Loans to the Borrower. No
termination under this Section 12.3 shall relieve the Borrower of its
obligations to the Banks arising under this Agreement or the other Loan
Documents.

     SECTION 12.4. REMEDIES. In case any one or more of the Events of Default
shall have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 12.1, the Agent on
behalf of the Banks may, with the consent of the Majority Banks but not
otherwise, proceed to protect and enforce their rights and remedies under this
Agreement, the Notes, or any of the other Loan Documents by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement and the
other Loan Documents or any instrument pursuant to which the Obligations are
evidenced, including to the full extent permitted by applicable law the
obtaining of the ex parte appointment of a receiver, and, if such amount shall
have become due, by declaration or otherwise, proceed to enforce the payment
thereof or any other legal or equitable right. No remedy herein conferred upon
the Agent or the holder of any of the Obligations is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law. In the event that
all or any portion of the Obligations is collected by or through an
attorney-at-law, the Borrower shall pay all costs of collection including, but
not limited to, reasonable attorneys' fees.

     SECTION 12.5. DISTRIBUTION OF PROCEEDS. In the event that, following the
occurrence or during the continuance of any Event of Default, any monies are
received in connection with the enforcement of any of the Loan Documents, or
otherwise with respect to the realization upon any of the assets of the Borrower
or the Guarantors, such monies shall be distributed for application as follows:


                                       34



          (a) First, to the payment of, or (as the case may be) the
reimbursement of, the Agent for or in respect of all reasonable costs, expenses,
disbursements and losses which shall have been incurred or sustained by the
Agent in connection with the collection of such monies by the Agent, for the
exercise, protection or enforcement by the Agent of all or any of the rights,
remedies, powers and privileges of the Agent under this Agreement or any of the
other Loan Documents or in support of any provision of adequate indemnity to the
Agent against any taxes or liens which by law shall have, or may have, priority
over the rights of the Agent to such monies;

          (b) Second, to all other Obligations in such order or preference as
the Majority Banks shall determine; provided, however, that (i) in the event
that any Bank shall have wrongfully failed or refused to make an advance under
Section 2.6, and such failure or refusal shall be continuing, advances made by
other Banks during the pendency of such failure or refusal shall be entitled to
be repaid as to principal and accrued interest in priority to the other
Obligations described in this subsection (b), (ii) Obligations owing to the
Banks with respect to each type of Obligation such as interest, principal, fees
and expenses, shall be made among the Banks pro rata, and (iii) amounts received
or realized from the Borrower shall be applied against the Obligations of the
Borrower; and provided, further that the Majority Banks may in their discretion
make proper allowance to take into account any Obligations not then due and
payable; and

          (c) Third, the excess, if any, shall be returned to the Borrower or to
such other Persons as are entitled thereto.

SECTION 13. SETOFF.

     Regardless of the adequacy of any collateral, during the continuance of any
Event of Default, any deposits (general or specific, time or demand, provisional
or final, regardless of currency, maturity, or the branch of where such deposits
are held) or other sums credited by or due from any of the Banks to the Borrower
or any Guarantor and any securities or other property of the Borrower or any
Guarantor in the possession of such Bank may be applied to or set off against
the payment of Obligations of such Person and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, of such Person to such Bank; provided that no Bank shall
exercise such right of setoff without the prior approval of the Agent. Each of
the Banks agrees with each other Bank that if such Bank shall receive from the
Borrower or any Guarantor, whether by voluntary payment, exercise of the right
of setoff, or otherwise, and shall retain and apply to the payment of the
Obligations owed to such Bank any amount in excess of its ratable portion of the
payments received by all of the Banks with respect to the Obligations held by
all of the Banks, such Bank will make such disposition and arrangements with the
other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Obligations held by it its proportionate
payment as contemplated by this Agreement; provided that if all or any part of
such excess payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.


                                       35



SECTION 14. THE AGENT.

     SECTION 14.1. AUTHORIZATION. The Agent is authorized to take such action on
behalf of each of the Banks and to exercise all such powers as are hereunder and
under any of the other Loan Documents and any related documents delegated to the
Agent, together with such powers as are reasonably incident thereto, provided
that no duties or responsibilities not expressly assumed herein or therein shall
be implied to have been assumed by the Agent. The obligations of the Agent
hereunder are primarily administrative in nature, and nothing contained in this
Agreement or any of the other Loan Documents shall be construed to constitute
the Agent as a trustee for any Bank or to create any agency or fiduciary
relationship. Agent shall act as the contractual representative of the Banks
hereunder, and notwithstanding the use of the term "Agent" it is understood and
agreed that Agent shall not have any fiduciary duties or responsibilities to any
Bank or by reason of this Agreement or any of the other Loan Documents and is
acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Loan Agreement and the other Loan
Documents. The Borrower and any other Person shall be entitled to conclusively
rely on a statement from the Agent that it has the authority to act for and bind
the Banks pursuant to this Agreement and the other Loan Documents.

     SECTION 14.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan Documents. The Agent
may utilize the services of such Persons as the Agent may reasonably determine,
and all reasonable fees and expenses of any such Persons shall be paid by the
Borrower.

     SECTION 14.3. NO LIABILITY. Neither the Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent, or employee thereof, shall be liable to any of the Banks
for any waiver, consent or approval given or any action taken, or omitted to be
taken, in good faith by it or them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, or be responsible for the
consequences of any oversight or error of judgment whatsoever, except that the
Agent or such other Person, as the case may be, may be liable for losses due to
its willful misconduct or gross negligence. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Banks, unless the Agent
has received notice from a Bank or the Borrower referring to the Loan Documents
and describing with reasonable specificity such Default or Event of Default and
stating that such notice is a "notice of default".

     SECTION 14.4. NO REPRESENTATIONS. The Agent shall not be responsible for
the execution or validity or enforceability of this Agreement, the Notes, any of
the other Loan Documents or any instrument at any time constituting, or intended
to constitute, collateral security for the Obligations, or for the value of any
such collateral security or for the validity, enforceability or collectability
of any such amounts owing with respect to the Obligations, or for any recitals
or statements, warranties or representations made herein or any agreement,
instrument or certificate delivered in connection therewith or in any of the
other Loan Documents or in any certificate or instrument hereafter furnished to
it by or on behalf of the Borrower, the Guarantor or any of their


                                       36



respective Subsidiaries, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements herein or in any other of the Loan Documents. The Agent shall not be
bound to ascertain whether any notice, consent, waiver or request delivered to
it by the Borrower, the Guarantor, any of their respective Subsidiaries or any
holder of any of the Obligations shall have been duly authorized or is true,
accurate and complete. The Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any
liability to the Banks, with respect to the creditworthiness or financial
condition of the Borrower, the Guarantors or any of their respective
Subsidiaries or the value of any of the assets of the Borrower, the Guarantors
or their respective Subsidiaries. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
upon such information and documents as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, based upon such information and documents as it deems
appropriate at the time, continue to make its own credit analysis and decisions
in taking or not taking action under this Agreement and the other Loan
Documents. Agent's Special Counsel has only represented Agent and KeyBank in
connection with the Loan Documents and the only attorney-client relationship or
duty of care is between Agent's Special Counsel and Agent or KeyBank. Each Bank
has been independently represented by separate counsel on all matters regarding
the Loan Documents.

     SECTION 14.5. PAYMENTS.

          (a) A payment by the Borrower or the Guarantors to the Agent hereunder
or under any of the other Loan Documents for the account of any Bank shall
constitute a payment to such Bank. The Agent agrees to distribute to each Bank
not later than one Business Day after the Agent's receipt of good funds,
determined in accordance with the Agent's customary practices, such Bank's pro
rata share of payments received by the Agent for the account of the Banks except
as otherwise expressly provided herein or in any of the other Loan Documents. In
the event the Borrower makes payments to Agent in immediately available funds on
or before the time required in this Agreement for such payment, and Agent fails
to distribute such amounts on the same Business Day as received, the Agent shall
pay interest on such amount at a rate per annum equal to the Federal Funds
Effective Rate from time to time in effect.

          (b) If in the opinion of the Agent the distribution of any amount
received by it in such capacity hereunder, under the Notes or under any of the
other Loan Documents might involve it in liability, it may refrain from making
distribution until its right to make distribution shall have been adjudicated by
a court of competent jurisdiction. If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Agent is to be repaid,
each Person to whom any such distribution shall have been made shall either
repay to the Agent its proportionate share of the amount so adjudged to be
repaid or shall pay over the same in such manner and to such Persons as shall be
determined by such court. In the event that the Agent shall refrain from making
any distribution of any amount received by it as provided in this Section
14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing
account and at such time as such amounts may be distributed to the Banks, the
Agent shall distribute to each Bank, based on their respective Commitment
Percentages, its pro rata share of the interest or other earnings from such
deposited amount.


                                       37



          (c) Notwithstanding anything to the contrary contained in this
Agreement or any of the other Loan Documents, any Bank that fails (i) to make
available to the Agent its pro rata share of any Loan, (ii) to comply with the
provisions of Section 13 with respect to making dispositions and arrangements
with the other Banks, where such Bank's share of any payment received, whether
by setoff or otherwise, is in excess of its pro rata share of such payments due
and payable to all of the Banks, in each case as, when and to the full extent
required by the provisions of this Agreement, or (iii) to perform any other
obligation within the time period specified for performance, or if no time
period is specified, if such failure continues for a period of five (5) Business
Days after notice from the Agent, shall be deemed a defaulting Bank (a
"Defaulting Bank") and shall be deemed a Defaulting Bank until such time as such
delinquency is satisfied. In addition to the rights and remedies that may be
available to the Agent at law and in equity, a Defaulting Bank's right to
participate in the administration of the Loan Documents, including, without
limitation, any rights to consent to or direct any action or inaction of the
Agent pursuant to this Agreement or otherwise, or to be taken into account in
the calculation of Required Banks, Majority Banks or any matter requiring
approval of all of the Banks, shall be suspended while such Bank is a Defaulting
Bank. A Defaulting Bank shall be deemed to have assigned any and all payments
due to it from the Borrower and the Guarantors, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining non-defaulting
Banks for application to, and reduction of, their respective pro rata shares of
all outstanding Loans. The Defaulting Bank hereby authorizes the Agent to
distribute such payments to the non-defaulting Banks in proportion to their
respective pro rata shares of all outstanding Loans. The provisions of this
Section shall apply and be effective regardless of whether an Event of Default
occurs and is then continuing, and notwithstanding (i) any other provision of
this Agreement to the contrary or (ii) any instruction of Borrower as to its
desired application of payments. The Agent shall be entitled to (i) withhold or
set off, and to apply to the payment of the obligations of any Defaulting Bank
any amounts to be paid to such Defaulting Bank under this Agreement, (ii) to
collect interest from such Bank for the period from the date on which the
payment was due at the rate per annum equal to the Federal Funds Effective Rate
plus two percent (2%), for each day during such period, and (iii) bring an
action or suit against such Defaulting Bank in a court of competent jurisdiction
to recover the defaulted obligations of such Defaulting Bank. A Defaulting Bank
shall be deemed to have satisfied in full a delinquency when and if, as a result
of application of the assigned payments to all outstanding Loans of the
non-defaulting Banks or as a result of other payments by the Defaulting Banks to
the non-defaulting Banks, the Banks' respective pro rata shares of all
outstanding Loans have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.

     SECTION 14.6. HOLDERS OF NOTES. Subject to the terms of Article 18, the
Agent may deem and treat the payee of any Obligation and any Note as the
absolute owner or purchaser thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

     SECTION 14.7. INDEMNITY. The Banks ratably hereby agree to indemnify and
hold harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Agent has not been reimbursed by the Borrower as
required by Section 15), and liabilities of every nature and character arising
out of or related to this Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Agent's actions taken


                                       38



hereunder or thereunder, except to the extent that any of the same shall be
directly caused by the Agent's willful misconduct or gross negligence.

     SECTION 14.8. AGENT AS BANK. In its individual capacity, the Bank acting as
the Agent shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it, and as the
holder of any of the Obligations and the Notes as it would have were it not also
the Agent.

     SECTION 14.9. RESIGNATION. The Agent may resign at any time by giving
thirty (30) days' prior written notice thereof to the Banks and the Borrower.
The Majority Banks may remove the Agent from its capacity as Agent in the event
of the Agent's willful misconduct or gross negligence. The Commitment Percentage
of the Bank which is acting as Agent shall not be taken into account in the
calculation of Majority Banks for the purposes of removing Agent in the event of
the Agent's willful misconduct or gross negligence. Upon any such resignation,
the Majority Banks shall have the right to appoint as a successor Agent, any
Bank or any bank whose senior debt obligations are rated not less than "A" or
its equivalent by Moody's Investors Service, Inc. or not less than "A" or its
equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of
not less than $500,000,000. Unless a Default or Event of Default shall have
occurred and be continuing, such successor Agent, shall be reasonably acceptable
to the Borrower. If no successor Agent, shall have been so appointed by the
Majority Banks and shall have accepted such appointment within thirty (30) days
after the retiring Agent's giving of notice of resignation or the Majority
Bank's removal of the Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be any Bank or a bank whose debt
obligations are rated not less than "A" or its equivalent by Moody's Investors
Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating
Group Inc. and which has a net worth of not less than $500,000,000. Upon the
acceptance of any appointment as Agent, hereunder by a successor Agent, such
successor Agent, shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Agent and the
retiring or removed Agent shall be discharged from its duties and obligations
hereunder as Agent. After any retiring Agent's resignation or removal, the
provisions of this Agreement and the other Loan Documents shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Agent.

     SECTION 14.10. DUTIES IN THE CASE OF ENFORCEMENT. In case one or more
Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent may, and if so
requested by the Majority Banks and the Banks have provided to the Agent such
additional indemnities and assurances in accordance with their respective
Commitment Percentages against expenses and liabilities as the Agent may
reasonably request, shall proceed to exercise all or any legal and equitable and
other rights or remedies as it may have. The Majority Banks may direct the Agent
in writing as to the method and the extent of any such exercise, the Banks
hereby agreeing to indemnify and hold the Agent harmless in accordance with
their respective Commitment Percentages from all liabilities incurred in respect
of all actions taken or omitted in accordance with such directions, provided
that the Agent need not comply with any such direction to the extent that the
Agent reasonably believes the Agent's compliance with such direction to be
unlawful or commercially unreasonable in any applicable jurisdiction.


                                       39



     SECTION 14.11. BANKRUPTCY. In the event a bankruptcy or other insolvency
proceeding is commenced by or against Borrower or any Guarantor with respect to
the Obligations, the Agent shall have the sole and exclusive right to file and
pursue a joint proof claim on behalf of all Banks. Any votes with respect to
such claims or otherwise with respect to such proceedings shall be subject to
the vote of the Majority Banks, the Required Banks or all of the Banks as
required by this Agreement. Each Bank irrevocably waives its right to file or
pursue a separate proof of claim in any such proceedings unless Agent fails to
file such claim within thirty (30) days after receipt of written notice from the
Banks requesting that Agent file such proof of claim.

     SECTION 14.12. APPROVALS. If consent is required for some action under this
Agreement, or except as otherwise provided herein an approval of the Banks, the
Required Banks the Majority Banks is required or permitted under this Agreement,
each Bank agrees to give the Agent, within ten (10) Business Days of receipt of
the request for action together with all reasonably requested information
related thereto (or such lesser period of time required by the terms of the Loan
Documents), notice in writing of approval or disapproval (collectively
"Directions") in respect of any action requested or proposed in writing pursuant
to the terms hereof. If consent is required for the requested action, any Bank's
failure to respond to a request for Directions within the required time period
shall be deemed to constitute a Direction to take such requested action. In the
event that any recommendation is not approved by the requisite number of Banks
and a subsequent approval on the same subject matter is requested by Agent, then
for the purposes of this paragraph each Bank shall be required to respond to a
request for Directions within five (5) Business Days of receipt of such request.
Agent and each Bank shall be entitled to assume that any officer of the other
Banks delivering any notice, consent, certificate or other writing is authorized
to give such notice, consent, certificate or other writing unless Agent and such
other Banks have otherwise been notified in writing.

     SECTION 14.13. BORROWER NOT BENEFICIARY. Except for the provisions of
Section 14.9 relating to the appointment of a successor Agent, the provisions of
this Section 14 are solely for the benefit of the Agent and the Banks, may not
be enforced by Borrower or any Guarantor, and except for the provisions of
Section 14.9, may be modified or waived without the approval or consent of
Borrower and Guarantors.

SECTION 15. EXPENSES.

     The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Agent or any of the Banks (other
than taxes based upon the Agent's or any Bank's gross or net income), (c) the
reasonable fees, expenses and disbursements of the counsel to the Agent and any
local counsel to the Agent incurred in connection with the preparation,
administration or interpretation of the Loan Documents and other instruments
mentioned herein (excluding, however, the preparation of agreements evidencing
participation granted under Section 18.4), each closing hereunder, and
amendments, modifications, approvals, consents or waivers hereto or hereunder,
(d) the reasonable fees, expenses and disbursements of the Agent incurred by the
Agent in connection with the preparation or interpretation of the Loan Documents
and other instruments mentioned herein, and the making of each advance
hereunder, (e) all reasonable out-of-pocket expenses (including reasonable
attorneys' fees and costs, which attorneys may be


                                       40



employees of any Bank or the Agent and the fees and costs of appraisers,
engineers, investment bankers or other experts retained by any Bank or the
Agent) incurred by any Bank or the Agent in connection with (i) the enforcement
of or preservation of rights under any of the Loan Documents against the
Borrower or the Guarantors or the administration thereof after the occurrence of
a Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to the Agent's or any
of the Bank's relationship with the Borrower or the Guarantors, (f) all
reasonable fees, expenses and disbursements of the Agent incurred in connection
with UCC searches, UCC filings, title rundowns, title searches or mortgage
recordings, (g) all reasonable fees, expenses and disbursements (including
reasonable attorneys' fees and costs) which may be incurred by KeyBank and the
Agent in connection with the execution and delivery of this Agreement and the
other Loan Documents, (h) all reasonable fees and expenses and disbursements
(including reasonable attorneys' fees and costs), not to exceed $5,000.00 in the
aggregate, which may be incurred by KeyBank in connection with each and every
assignment of interests in the Loans pursuant to Section 18.1, and (i) all
expenses relating to the use of Intralinks, SyndTrak or any other similar system
for the dissemination and sharing of documents and information in connection
with the syndication of the Loans. The covenants of this Section 15 shall
survive payment or satisfaction of payment of the Obligations.

SECTION 16. INDEMNIFICATION.

     The Borrower and the Trust, jointly and severally, agree to indemnify and
hold harmless the Agent, the Banks and the Arranger and each director, officer,
employee, agent and Person who controls the Agent or any Bank from and against
any and all claims, actions and suits, whether groundless or otherwise, and from
and against any and all liabilities, losses, damages and expenses of every
nature and character arising out of or relating to this Agreement or any of the
other Loan Documents or the transactions contemplated hereby and thereby
including, without limitation (a) any brokerage, finders or similar fees
asserted against any Person indemnified under this Section 16 based upon any
agreement, arrangement or action made or taken, or alleged to have been made or
taken, by the Borrower, the Guarantors or any of their respective Subsidiaries,
(b) any condition of the Real Estate, (c) any actual or proposed use by the
Borrower or the Guarantors of the proceeds of any of the Loans, (d) any actual
or alleged infringement of any patent, copyright, trademark, service mark or
similar right of any of the Borrower, the Guarantors or any of their respective
Subsidiaries, (e) the Borrower entering into or performing this Agreement or any
of the other Loan Documents, (f) any actual or alleged violation of any law,
ordinance, code, order, rule, regulation, approval, consent, permit or license
relating to the Real Estate, (g) with respect to the Borrower, the Guarantors
and their respective Subsidiaries and their respective properties and assets,
the violation of any Environmental Law, the Release or threatened Release of any
Hazardous Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury or damage to
property), and (h) any use of Intralinks, SyndTrak or any other system for the
dissemination and sharing of documents and information (other than any ongoing
usage fees following the closing of the transactions contemplated by this
Agreement), in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding;
provided, however, that neither the Borrower nor the Trust shall be obligated
under this Section 16 to indemnify any Person for


                                       41



liabilities arising from such Person's own gross negligence or willful
misconduct. In litigation, or the preparation therefor, the Banks, the Agent and
the Arranger shall be entitled to select a single nationally recognized law firm
as their own counsel and, in addition to the foregoing indemnity, the Borrower
and the Trust agree to pay promptly the reasonable fees and expenses of such
counsel. If, and to the extent that the obligations of the Borrower and the
Trust under this Section 16 are unenforceable for any reason, the Borrower and
the Trust hereby agree to make the maximum contribution to the payment in
satisfaction of such obligations which is permissible under applicable law. The
provisions of this Section 16 shall survive the repayment of the Loans and the
termination of the obligations of the Banks hereunder.

SECTION 17. SURVIVAL OF COVENANTS, ETC.

     All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower, the Guarantors or any of their
respective Subsidiaries pursuant hereto or thereto shall be deemed to have been
relied upon by the Banks and the Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Banks of any of the Loans, as herein contemplated, and shall continue in full
force and effect so long as any amount due under this Agreement or the Notes or
any of the other Loan Documents remains outstanding or any Bank has any
obligation to make any Loans. The indemnification obligations of the Borrower
and the Trust provided herein and the other Loan Documents shall survive the
full repayment of amounts due and the termination of the obligations of the
Banks hereunder and thereunder to the extent provided herein and therein. All
statements contained in any certificate or other paper delivered to any Bank or
the Agent at any time by or on behalf of the Borrower, the Guarantors or any of
their respective Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by such Person hereunder.

SECTION 18. ASSIGNMENT AND PARTICIPATION.

     SECTION 18.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein,
each Bank may assign to one or more banks or other entities all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment Percentage and Commitment and the same portion of the
Loans at the time owing to it, and the Notes held by it); provided that (a) the
Agent shall have given their prior written consent to such assignment, which
consent shall not be unreasonably withheld (provided that such consent shall not
be required for any assignment to another Bank, to a Related Fund of such
Lender, to a bank which is under common control with the assigning Bank or to a
wholly-owned Subsidiary of such Bank provided that such assignee shall remain a
wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment
shall be of a constant, and not a varying, percentage of all the assigning
Bank's rights and obligations under this Agreement with respect to the Term Loan
Commitment in the event an interest in the Term Loan is assigned, (c) the
parties to such assignment shall execute and deliver to the Agent, for recording
in the Register (as hereinafter defined), an Assignment and Acceptance Agreement
(an "Assignment and Acceptance Agreement") in the form of Exhibit D hereto,
together with any Notes subject to such assignment, (d) in no event shall any
assignment be to any Person controlling, controlled by or under common control
with, or which is not otherwise free from influence or control by, any of


                                       42



the Borrower or the Guarantors, (e) such assignee shall acquire an interest in
the Term Loans of not less than $5,000,000 unless such assignment is to another
Bank or a Related Fund or unless such requirement is waived by the Borrower and
the Agent; and (f) the assignor shall assign its entire interest in the Loans or
retain an interest in the Loans of not less than $5,000,000. Upon such
execution, delivery, acceptance and recording, of such notice of assignment, (i)
the assignee thereunder shall be a party hereto and all other Loan Documents
executed by the Banks and, to the extent provided in such assignment, have the
rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall,
to the extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in Section 18.2, be released from its obligations
under this Agreement. In connection with each assignment, the assignee shall
represent and warrant to the Agent, the assignor and each other Bank as to
whether such assignee is controlling, controlled by, under common control with
or is not otherwise free from influence or control by, the Borrower or the
Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule
1.1 to reflect any such assignment.

     SECTION 18.2. REGISTER. The Agent for itself and on behalf of the Borrower
shall maintain a copy of each assignment delivered to it and a register or
similar list (the "Register") for the recordation of the names and addresses of
the Banks and the Commitment Percentages of, and principal amount of the Loans
owing to the Banks from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the Agent and
the Banks may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and the Banks at any reasonable time and from
time to time upon reasonable prior notice. Upon each such recordation, the
assigning Bank agrees to pay to the Agent a registration fee in the sum of
$3,500. Contemporaneous assignments by a Bank to multiple Related Funds will be
treated as a single assignment for the purposes of such registration fee.

     SECTION 18.3. NEW NOTES. Upon its receipt of an assignment executed by the
parties to such assignment, together with each Note, if any, subject to such
assignment, the Agent shall (a) record the information contained therein in the
Register, and (b) give prompt notice thereof to the Borrower and the Banks
(other than the assigning Bank). Within five (5) Business Days after receipt of
such notice, the Borrower, at its own expense, shall if requested execute and
deliver to the Agent, in exchange for each surrendered Note, a new Note to the
order of such assignee in an amount equal to the amount assumed by such assignee
pursuant to such assignment and, if the assigning Bank has retained some portion
of its obligations hereunder, a new Note to the order of the assigning Bank in
an amount equal to the amount retained by it hereunder. Such new Notes shall
provide that they are replacements for the surrendered Notes, shall be in an
aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such assignment and
shall otherwise be in substantially the form of the assigned Notes. The
surrendered Notes shall be canceled and returned to the Borrower.

     SECTION 18.4. PARTICIPATIONS. Each Bank may sell participations to one or
more banks or other entities in all or a portion of such Bank's rights and
obligations under this Agreement and the other Loan Documents; provided that (a)
any such sale or participation shall not affect the rights and duties of the
selling Bank hereunder to the Borrower, (b) such participation shall not entitle
such participant to any rights or privileges under this Agreement or any Loan
Documents, including without limitation, the right to approve waivers,
amendments or modifications,


                                       43



(c) such participant shall have no direct rights against the Borrower or the
Guarantors except the rights granted to the Banks pursuant to Section 13, (d)
such sale is effected in accordance with all applicable laws, and (e) such
participant shall not be a Person controlling, controlled by or under common
control with, or which is not otherwise free from influence or control by the
Borrower or the Guarantors. Any Bank which sells a participation shall promptly
notify the Agent of such sale and the identity of the purchaser of such
interest.

     SECTION 18.5. PLEDGE BY BANK. Any Bank may at any time pledge all or any
portion of its interest and rights under this Agreement (including all or any
portion of its Note) to any of the twelve Federal Reserve Banks organized under
Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341 or, with Agent's
prior written approval, to another Person. No such pledge or the enforcement
thereof shall release the pledgor Bank from its obligations hereunder or under
any of the other Loan Documents. Any Term Loan Bank may with the consent of the
Agent pledge all or any portion of its rights and interests under this Agreement
(including all or any portion of its Term Loan Note) to a Person approved by
Agent.

     SECTION 18.6. NO ASSIGNMENT BY BORROWER OR THE TRUST. Neither the Borrower
nor the Trust shall assign or transfer any of its rights or obligations under
any of the Loan Documents without the prior written consent of each of the
Banks.

     SECTION 18.7. DISCLOSURE. The Borrower and the Trust each agrees that in
addition to disclosures made in accordance with standard banking practices any
Bank may disclose information obtained by such Bank pursuant to this Agreement
to assignees or participants and potential assignees or participants hereunder.
In addition, the Banks may make disclosure of such information to any
contractual counterparty in swap agreements or such contractual counterparty's
professional advisors.

     SECTION 18.8. AMENDMENTS TO LOAN DOCUMENTS. Upon any such assignment or
participation, the Borrower and the Trust shall, upon the request of the Agent,
enter into such documents as may be reasonably required by the Agent to modify
the Loan Documents to reflect such assignment or participation.

     SECTION 18.9. MANDATORY ASSIGNMENT. In the event Borrower requests that
certain amendments, modifications or waivers be made to this Agreement or any of
the other Loan Documents which request is approved by Agent but is not approved
by one or more of the Banks (any such non-consenting Bank shall hereafter be
referred to as the "Non-Consenting Bank"), then, within thirty (30) days after
Borrower's receipt of notice of such disapproval by such Non-Consenting Bank,
Borrower shall have the right as to such Non-Consenting Bank, to be exercised by
delivery of written notice delivered to the Agent and the Non-Consenting Bank
within thirty (30) days of receipt of such notice, to elect to cause the
Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly
notify the remaining Banks that each of such Banks shall have the right, but not
the obligation, to acquire a portion of the Commitment, pro rata based upon
their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of
such Banks does not elect to purchase its pro rata share, then to such remaining
Banks in such proportion as approved by the Agent). In the event that the Banks
do not elect to acquire all of the Non-Consenting Bank's Commitment, then the
Agent shall endeavor to find a new Bank or Banks to acquire such remaining
Commitment. Upon any such


                                       44



purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank's
interests in the Obligations and its rights hereunder and under the Loan
Documents shall terminate at the date of purchase, and the Non-Consenting Bank
shall promptly execute and deliver any and all documents reasonably requested by
Agent to surrender and transfer such interest, including, without limitation, an
Assignment and Acceptance Agreement and such Non-Consenting Bank's original
Note. The purchase price to be paid by the acquiring Banks for the
Non-Consenting Bank's Commitment shall equal the principal owed to such
Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in
addition thereto and as a condition to such sale any and all other amounts
outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under
any of the other Loan Documents, including all accrued and unpaid interest or
fees which would be owed to such Non-Consenting Bank hereunder or under any of
the other Loan Documents if the Loans were to be repaid in full on the date of
such purchase of the Non-Consenting Bank's Commitment. No registration fee under
Section 18.2 shall be required in connection with such assignment.

     SECTION 18.10. TITLED AGENTS. The Titled Agents shall not have any
additional rights or obligations under the Loan Documents, except for those
rights, if any, as a Bank.

SECTION 19. NOTICES.

     Each notice, demand, election or request provided for or permitted to be
given pursuant to this Agreement (hereinafter in this Section 19 referred to as
"Notice") must be in writing and shall be deemed to have been properly given or
served by personal delivery or by sending same by overnight courier or by
depositing same in the United States Mail, postpaid and registered or certified,
return receipt requested, or as expressly permitted herein, by telegraph,
telecopy, telefax or telex, and addressed as follows:

     If to the Agent or KeyBank:

          KeyBank National Association
          1200 Abernathy Road, N.E.
          Suite 1550
          Atlanta, Georgia 30328
          Attn: Daniel Silbert
          Telecopy No.: (770) 510-2195

     With a copy to:

          McKenna Long & Aldridge LLP
          5300 SunTrust Plaza
          303 Peachtree Street
          Atlanta, Georgia 30308
          Attn: William F. Timmons, Esq.
          Telecopy No.: (404) 527-4198


                                       45



     If to the Borrower or the Guarantor:

          Ramco-Gershenson Properties, L.P.
          Ramco-Gershenson Properties Trust
          Suite 300
          31500 Northwestern Highway
          Farmington Hills, Michigan 48334
          Attn: Chief Financial Officer
          Telecopy No.: (248) 350-9925

     With a copy to:

          Honigman Miller Schwartz & Cohn LLP
          Suite 100
          38500 Woodward Avenue
          Bloomfield Hills, Michigan 48304-5048
          Attn: Alan M. Hurvitz, Esq.
          Telecopy No.: (248) 566-8455

to each other Bank a party hereto at the address for such party set forth on the
signature page for such Bank, and to each other Bank which may hereafter become
a party to this Agreement at such address as may be designated by such Bank.
Each Notice shall be effective upon being personally delivered or upon being
sent by overnight courier or upon being deposited in the United States Mail as
aforesaid, or if transmitted by facsimile, upon being sent and confirmation of
receipt. The time period in which a response to such Notice must be given or any
action taken with respect thereto (if any), however, shall commence to run from
the date of receipt if personally delivered or sent by overnight courier, or if
so deposited in the United States Mail, the earlier of three (3) Business Days
following such deposit or the date of receipt as disclosed on the return
receipt, or if sent by facsimile, upon receipt or the next Business Day if
received after 5:00 p.m. (Cleveland time) or on a day that is not a Business
Day. Rejection or other refusal to accept or the inability to deliver because of
changed address for which no notice was given shall be deemed to be receipt of
the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the
Borrower, the Trust, a Bank or Agent shall have the right from time to time and
at any time during the term of this Agreement to change their respective
addresses and each shall have the right to specify as its address any other
address within the United States of America.

SECTION 20. RELATIONSHIP.

     Neither the Agent nor any Bank has any fiduciary relationship with or
fiduciary duty to the Borrower, the Guarantors or their respective Subsidiaries
arising out of or in connection with this Agreement or the other Loan Documents
or the transactions contemplated hereunder and thereunder, and the relationship
between each Bank and the Borrower is solely that of a lender and borrower, and
nothing contained herein or in any of the other Loan Documents shall in any
manner be construed as making the parties hereto partners, joint venturers or
any other relationship other than lender and borrower.


                                       46



SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE.

     THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF
MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW). THE BORROWER AND THE TRUST EACH AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE STATE OF OHIO OR THE STATE OF MICHIGAN OR ANY FEDERAL COURT
SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE
TRUST BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER AND THE TRUST
EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

SECTION 22. HEADINGS.

     The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

SECTION 23. COUNTERPARTS.

     This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

SECTION 24. ENTIRE AGREEMENT, ETC.

     The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated, except as provided in Section 27.

SECTIN 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

     EACH OF THE BORROWER, THE TRUST, THE AGENT AND THE BANKS HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY
LAW, THE BORROWER AND THE TRUST


                                       47



EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE
TRUST EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK
OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE
AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES
BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION
25.

SECTON 26. DEALINGS WITH THE BORROWER OR THE GUARANTORS.

     The Agent, the Banks and their affiliates may accept deposits from, extend
credit to, invest in, act as trustee under indentures of, serve as financial
advisor of, and generally engage in any kind of banking, trust or other business
with the Borrower, the Guarantors and their respective Subsidiaries or any of
their affiliates regardless of the capacity of the Agent or the Bank hereunder.
The Banks acknowledge that, pursuant to such activities, the Agent, a Bank or
its affiliates may receive information regarding such Persons (including
information that may be subject to confidentiality obligations in favor of such
Person) and acknowledge that the Agent or such Bank, as applicable, shall be
under no obligation to provide such information to them.

SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

     Except as otherwise expressly provided in this Agreement, any consent or
approval required or permitted by this Agreement may be given and any term of
this Agreement or of any other instrument related hereto or mentioned herein may
be amended, and the performance or observance by the Borrower or the Guarantors
of any terms of this Agreement or such other instrument or the continuance of
any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Majority Banks. Notwithstanding the foregoing,
(a) none of the following may occur without the written consent of each Bank: a
decrease in the rate of interest on the Loans; except as otherwise provided
herein, a change in the Maturity Date of the Loans; an increase or a non-pro
rata reduction in the amount of the Commitments of the Banks except pursuant to
Section 18.1; a forgiveness, reduction or waiver of thE principal of any unpaid
Loan or any interest thereon; the postponement of any date fixed for any payment
of principal of or interest on the Loans; a decrease of the amount of any fee
(other than late fees) payable to a Bank hereunder; the release of the Borrower
or the Guarantors except as otherwise provided herein; a change in the manner of
distribution of any payments to the Banks or the Agent; an amendment of the
definition of Majority Banks or Required Banks or of any requirement for consent
by the Majority Banks or the Required Banks, or all of the Banks; or an
amendment of this Section 27, and (b) the provisions of Section 7.21 as it
relates to Section 9 of the UnseCured Master Loan Agreement and any of the
definitions used therein may not be modified, amended or waived without the
written consent of the Required Banks. The amount of the Agent's fee payable for
the Agent's account and the provisions of Section 14 may not be amended or
waived without the written consent of the


                                       48



Agent. The Borrower and the Guarantors each agrees to enter into such
modifications or amendments of this Agreement or the other Loan Documents as may
be reasonably requested by KeyBank in connection with the acquisition by each
Bank acquiring all or a portion of the Commitment, provided that no such
amendment or modification materially affects or increases any of the obligations
of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect
any obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Agent or any Bank in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors
shall entitle the Borrower and the Guarantors to other or further notice or
demand in similar or other circumstances.

SECTION 28. SEVERABILITY.

     The provisions of this Agreement are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.

SECTION 29. TIME OF THE ESSENCE.

     Time is of the essence with respect to each and every covenant, agreement
and obligation of the Borrower or the Trust under this Agreement and the other
Loan Documents.

SECTION 30. NO UNWRITTEN AGREEMENTS.

     THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN
THE PARTIES ARE SET FORTH BELOW.

SECTION 31. REPLACEMENT OF NOTES.

     Upon receipt of evidence reasonably satisfactory to Borrower of the loss,
theft, destruction or mutilation of any Note, and in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory to Borrower or, in the case of any such mutilation, upon surrender
and cancellation of the applicable Note, Borrower will execute and deliver, in
lieu thereof, a replacement Note, identical in form and substance to the
applicable Note and dated as of the date of the applicable Note and upon such
execution and delivery all references in the Loan Documents to such Note shall
be deemed to refer to such replacement Note.

SECTION 32. TRUST EXCULPATION.

     Subject to the terms of this paragraph, all persons having a claim against
the Trust (as a Guarantor or general partner of Borrower), the general partner
of the Borrower whose signature


                                       49



is affixed hereto as said general partner, hereunder or in connection with any
matter that is the subject hereof, shall look solely to (i) the Trust's interest
and rights in the Borrower (as a general partner or limited partner), (ii) the
amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all
accounts receivable, including the amount of any Distributions received by the
Trust from the Borrower and not distributed to shareholders of the Trust as
permitted by this Agreement, (iv) all rights and claims (including amounts paid
under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in
an amount in excess of $500,000.00, (vi) any other assets which the Trust may
now own or hereafter acquire with the consent of Agent pursuant to Section 7.17
of the UnsecureD Master Loan Agreement, (vii) all documents and agreements in
favor of the Trust in connection with any of the foregoing, (viii) all claims
and causes of action arising from or otherwise related to any of the foregoing,
and all rights and judgments related to any legal actions in connection with
such claims or causes of action, and (ix) all extensions, additions, renewals
and replacements, substitutions, products or proceeds of any of the foregoing
(the "Attachable Assets"), and in no event shall the obligation of the Trust be
enforceable against any shareholder, trustee, officer, employee or agent of the
Trust personally. In no event shall any person have any claim against: (i) the
cash, Short-term Investments of the Trust and the property described in Schedule
6.29 to the Unsecured Master Loan Agreement, all under the heading of "Other
Permitted Assets", (ii) all documents and agreements in favor of the Trust in
connection with any of the foregoing, (iii) all claims and causes of action
arising from or otherwise related to any of the foregoing, and all rights and
judgments related to any legal actions in connection with such claims or causes
of action, and (iv) all extensions, additions, renewals and replacements,
substitutions, products or proceeds of any of the foregoing (the "Other
Permitted Assets"). The Agent and the Banks have agreed to the terms of this
Section 32 solely based upon the representation and covenant oF Borrower and the
Trust that the Trust does not and will not own any assets other than the
Attachable Assets and the Other Permitted Assets. Notwithstanding anything in
this Section 32 to the contrary, the foregoing limitation oN liability and
recourse to the Trust (as a Guarantor or general partner of Borrower) shall be
null and void and of no force and effect, and Agent and the Banks shall have
full recourse against the Trust, individually as a Guarantor and in its capacity
as general partner of Borrower, and to all of its assets (including, without
limitation, the Other Permitted Assets) in the event that the Trust shall now or
at any time hereafter own any asset other than or in addition to the Other
Permitted Assets and the Attachable Assets. Nothing herein shall limit the
rights of the Agent and the Banks against the Borrower.

SECTION 33. PATRIOT ACT.

     Each Bank and the Agent (for itself and not on behalf of any Bank) hereby
notifies the Borrower and Guarantors that, pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies Borrower, the Guarantors and their respective Subsidiaries, which
information includes names and addresses and other information that will allow
such Bank or the Agent, as applicable, to identify Borrower, the Guarantors and
their respective Subsidiaries in accordance with the Patriot Act.

                            [SIGNATURE PAGES FOLLOW]


                                       50



     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.

                                        RAMCO-GERSHENSON PROPERTIES TRUST,
                                        a Maryland real estate investment trust


                                        By: /s/ Richard Smith
                                            ------------------------------------
                                            Richard Smith
                                            Chief Financial Officer


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

                                        By: Ramco-Gershenson Properties Trust, a
                                            Maryland real estate investment
                                            trust, its General Partner


                                        By: /s/ Richard Smith
                                            ------------------------------------
                                            Richard Smith
                                            Chief Financial Officer


                                        KEYBANK NATIONAL ASSOCIATION,
                                        individually and as Agent


                                        By: /s/ Daniel L. Silbert
                                            ------------------------------------
                                        Name: Daniel L. Silbert
                                        Title: Senior Banker

   [Signature Page to Unsecured Term Loan Agreement - KeyBank/Ramco Dec. 2005


                                        JPMORGAN CHASE BANK, N.A.,
                                        individually and as Co-Syndication Agent


                                        By: /s/ Michael W. Edwards
                                            ------------------------------------
                                        Name: Michael W. Edwards
                                        Title: Senior Vice President

JPMorgan Chase Bank, N.A.
611 Woodward Avenue
MII-8029
Detroit, Michigan 48226
Attn: Elizabeth Lilley



                                        BANK OF AMERICA, N.A., individually and
                                        as Co-Syndication Agent


                                        By: /s/ Elizabeth D. Lilley
                                            ------------------------------------
                                        Name: Elizabeth D. Lilly
                                        Title First Vice President

Bank of America, N.A.
IL1-231-10-35
231 S. LaSalle Street
Chicago, Illinois 60697
Attn: Cheryl Sneor



                                    EXHIBIT A

                             FORM OF TERM LOAN NOTE

$_________________                                              __________, 2005

     FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, hereby promises to pay to _______________________
________ or order, in accordance with the terms of that certain Unsecured Term
Loan Agreement dated as of December 21, 2005 (the "Loan Agreement"), as from
time to time in effect, among the undersigned, KeyBank National Association, for
itself and as Agent, and such other Banks as may be from time to time named
therein, to the extent not sooner paid, on or before the Term Loan Maturity
Date, the principal sum of __________________________ Dollars ($_____________),
with daily interest from the date hereof, computed as provided in the Loan
Agreement, on the principal amount hereof from time to time unpaid, at a rate
per annum on each portion of the principal amount which shall at all times be
equal to the rate of interest applicable to such portion in accordance with the
Loan Agreement, and with interest on overdue principal and, to the extent
permitted by applicable law, on overdue installments of interest and late
charges at the rates provided in the Loan Agreement. Interest shall be payable
on the dates specified in the Loan Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Loan Agreement.

     Payments hereunder shall be made to KeyBank National Association, as Agent
for the payee hereof, at 127 Public Square, Cleveland, Ohio 44114-1306 or such
other address as may be designated by Agent.

     This Note is one of one or more Term Loan Notes evidencing borrowings under
and is entitled to the benefits and subject to the provisions of the Loan
Agreement. The principal of this Note may be due and payable in whole or in part
prior to the maturity date stated above and is subject to mandatory prepayment
in the amounts and under the circumstances set forth in the Loan Agreement, and
may be prepaid in whole or from time to time in part, all as set forth in the
Loan Agreement.

     Notwithstanding anything in this Note to the contrary, all agreements
between the undersigned Borrower and the Banks and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity of any
of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under applicable
law. If, from any circumstance whatsoever, interest would otherwise be payable
to the Banks in excess of the maximum lawful amount, the interest payable to the
Banks shall be reduced to the maximum amount permitted under applicable law; and
if from any circumstance the Banks shall ever receive anything of value deemed
interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive interest shall be applied to the reduction of the
principal balance of the Obligations of the undersigned Borrower and to the
payment of interest or, if such excessive interest exceeds the unpaid balance of
principal of the Obligations of the undersigned Borrower, such excess shall be
refunded to the undersigned Borrower. All interest


                                      A-1



paid or agreed to be paid to the Banks shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the principal of the Obligations of the
undersigned Borrower (including the period of any renewal or extension thereof)
so that the interest thereon for such full period shall not exceed the maximum
amount permitted by applicable law. This paragraph shall control all agreements
between the undersigned Borrower and the Banks and the Agent.

     In case an Event of Default shall occur, the entire principal amount of
this Note may become or be declared due and payable in the manner and with the
effect provided in said Loan Agreement. In addition to and not in limitation of
the foregoing and the provisions of the Loan Agreement hereinabove defined, the
undersigned further agrees, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder of this Note in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by acceleration
or otherwise.

     This Note shall be governed by and construed in accordance with the laws of
the State of Michigan (without giving effect to the conflict of laws rules of
any jurisdiction).

     The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness
evidenced hereby and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Loan Agreement, and assent to extensions
of time of payment or forbearance or other indulgence without notice.

     Recourse to the general partner of the Borrower shall be limited as
provided in Section 32 of the Loan Agreement.

     IN WITNESS WHEREOF the undersigned has by its duly authorized officers,
executed this Note under seal as of the day and year first above written.

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

                                        By: Ramco-Gershenson Properties Trust,
                                            a Maryland real estate investment
                                            trust, its General Partner


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Title: Chief Financial Officer


                                      A-2



                                    EXHIBIT B

                            FORM OF JOINDER AGREEMENT

     THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of
__________________, 20__, by _______________________________________, a
__________________________ ("Joining Party"), and delivered to KeyBank National
Association, as Agent, pursuant to Section 5.2 of the Unsecured Term Loan
Agreement dated as of December 21, 2005, as from time to time in effect (the
"Credit Agreement"), among Ramco-Gershenson Properties, L.P. (the "Borrower"),
Ramco-Gershenson Properties Trust (the "Trust"), KeyBank National Association,
for itself and as Agent, and the other Banks from time to time party thereto.
Terms used but not defined in this Joinder Agreement shall have the meanings
defined for those terms in the Credit Agreement.

                                    RECITALS

     A. Joining Party is required, pursuant to Section 5.2 of the Credit
Agreement, to become an additionaL Subsidiary Guarantor under the Guaranty and
the Contribution Agreement.

     B. Joining Party expects to realize direct and indirect benefits as a
result of the availability to Borrower of the credit facilities under the Credit
Agreement.

     NOW, THEREFORE, Joining Party agrees as follows:

                                    AGREEMENT

     2. Joinder. By this Joinder Agreement, Joining Party hereby becomes a
"Subsidiary Guarantor" and a "Guarantor" under the Credit Agreement, the
Guaranty and the other Loan Documents with respect to all the Obligations of
Borrower now or hereafter incurred under the Credit Agreement and the other Loan
Documents, and a "Subsidiary Guarantor" under the Contribution Agreement.
Joining Party agrees that Joining Party is and shall be bound by, and hereby
assumes, all representations, warranties, covenants, terms, conditions, duties
and waivers applicable to a Subsidiary Guarantor and a Guarantor under the
Credit Agreement, the Guaranty, the other Loan Documents and the Contribution
Agreement.

     3. Representations and Warranties of Joining Party. Joining Party
represents and warrants to Agent that, as of the Effective Date (as defined
below), except as disclosed in writing by Joining Party to Agent on or prior to
the date hereof and approved by the Agent in writing (which disclosures shall be
deemed to amend the Schedules and other disclosures delivered as contemplated in
the Credit Agreement), the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct in all
material respects as applied to Joining Party as a Subsidiary Guarantor and a
Guarantor on and as of the Effective Date as though made on that date. As of the
Effective Date, all covenants and agreements in the Loan Documents and the
Contribution Agreement of the Subsidiary Guarantors are true and correct with
respect to Joining Party and no Default or Event of Default shall exist or might
exist upon the Effective Date in the event that Joining Party becomes a
Subsidiary Guarantor.


                                       B-1



     4. Joint and Several. Joining Party hereby agrees that, as of the Effective
Date, the Guaranty and the Contribution Agreement heretofore delivered to the
Agent and the Banks shall be a joint and several obligation of Joining Party to
the same extent as if executed and delivered by Joining Party, and upon request
by Agent, will promptly become a party to the Guaranty and the Contribution
Agreement to confirm such obligation.

     5. Further Assurances. Joining Party agrees to execute and deliver such
other instruments and documents and take such other action, as the Agent may
reasonably request, in connection with the transactions contemplated by this
Joinder Agreement.

     6. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL
OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS RULES OF ANY JURISDICTION).

     7. Counterparts. This Agreement may be executed in any number of
counterparts which shall together constitute but one and the same agreement.

     8. The effective date (the "Effective Date") of this Joinder Agreement is
_________________, 20__.

     IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under
seal as of the day and year first above written.

                                        "JOINING PARTY"

                                                                               ,
                                        ---------------------------------------

                                        a
                                          --------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                         [SEAL]


ACKNOWLEDGED:

KEYBANK NATIONAL ASSOCIATION, as Agent


By:
    ---------------------------------
Its:
     --------------------------------
       [Printed Name and Title]


                                      B-2



                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE

KeyBank National Association, as Agent
1200 Abernathy Road, N.E.
Suite 1550
Atlanta, Georgia 30328
Attn: Mr. Daniel L. Silbert

Ladies and Gentlemen:

     Reference is made to the Unsecured Term Loan Agreement dated as of December
21, 2005 (the "Loan Agreement") by and among Ramco-Gershenson Properties, L.P.
(the "Borrower"), Ramco-Gershenson Properties Trust (the "Trust"), KeyBank
National Association, for itself and as Agent, and the other Banks from time to
time party thereto. Terms defined in the Loan Agreement and not otherwise
defined herein are used herein as defined in the Loan Agreement.

     Pursuant to the Loan Agreement, the Borrower is furnishing to you herewith
(or have most recently furnished to you) the financial statements of the
Borrower, the Trust and their respective Subsidiaries for the fiscal period
ended _____________________ (the "Balance Sheet Date"). Such financial
statements have been prepared in accordance with generally accepted accounting
principles and present fairly the financial position of the Borrower, the Trust
and the Subsidiaries covered thereby at the date thereof and the results of
their operations for the periods covered thereby, subject in the case of interim
statements only to normal year-end audit adjustments.

     This certificate is submitted in compliance with requirements of Section
7.21 or Section 10.11 of the Loan AgreemEnt or such other provision of the Loan
Agreement requiring the delivery of a Compliance Certificate. If this
certificate is provided under a provision other than Section 7.21, the
calculations provided below are made using thE financial statements of the
Borrower, the Trust and their respective Subsidiaries as of the Balance Sheet
Date adjusted in the best good-faith estimate of the Borrower and the Trust to
give effect to the making of a Loan, acquisition or disposition of property or
other event that occasions the preparation of this certificate; and the nature
of such event and the Borrower's and the Guarantor's estimate of its effects are
set forth in reasonable detail in an attachment hereto. The undersigned officer
is the chief financial or chief accounting officer of the Trust and of the
general partner of the Borrower.

     The undersigned officers have caused the provisions of the Loan Documents
to be reviewed and have no knowledge of any Default or Event of Default. [Note:
If the signers do have knowledge of any Default or Event of Default, the form of
certificate should be revised to specify the Default or Event of Default, the
nature thereof and the actions taken, being taken or proposed to be taken by the
Borrower and the Trust with respect thereto.]

     The Borrower and the Trust are attaching hereto the Unencumbered Borrowing
Base Property Certificate and supporting information.


                                      C-1



     The Borrower and the Trust are providing the attached information to
demonstrate compliance as of the date hereof with the covenants described in the
attachment hereto.

     IN WITNESS WHEREOF, we have hereunto set our hand this ____ day of
_____________, 200__.

                                        RAMCO-GERSHENSON PROPERTIES, L.P.

                                        By: Ramco-Gershenson Properties Trust,
                                            its General Partner


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Title: Chief Financial Officer


                                        RAMCO-GERSHENSON PROPERTIES TRUST


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Title: Chief Financial Officer


                                      C-2



                                   APPENDIX A
                                       TO
                             COMPLIANCE CERTIFICATE
                                [TO BE ATTACHED]


                                      C-3



                                    EXHIBIT D

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

     THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement") dated
_____________, _____, by and between _________________________________
("Assignor"), and ____________________________ ("Assignee").

                                   WITNESETH:

     WHEREAS, Assignor is a party to that certain Unsecured Term Loan Agreement,
dated December 21, 2005, by and among Ramco-Gershenson Properties, L.P., a
Delaware limited partnership ("Borrower"), Ramco-Gershenson Properties Trust
(the "Trust"), KeyBank National Association, the other Banks that are or may
become a party thereto, and KeyBank National Association, as Agent (the "Loan
Agreement"); and

     WHEREAS, Assignor desires to transfer to Assignee a Term Loan Commitment
under the Loan Agreement and its rights with respect to the Commitment assigned
and its Outstanding Loans with respect thereto;

     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree
as follows:

     1. Definitions. Terms defined in the Loan Agreement and used herein without
definition shall have the respective meanings assigned to such terms in the Loan
Agreement.

     2. Assignment.

          (a) Subject to the terms and conditions of this Agreement and in
consideration of the payment to be made by Assignee to Assignor pursuant to
Paragraph 5 of this Agreement, effective as of the "Assignment Date" (as defined
in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns
to Assignee, without recourse, a $_______________ Term Loan Commitment, and a
____________________ percent (_____%) Term Loan Commitment Percentage, and a
corresponding interest in and to all of the other rights and obligations under
the Loan Agreement and the other Loan Documents (the assigned interests being
hereinafter referred to as the "Assigned Interests"), including Assignor's share
of all outstanding Term Loans with respect to the Assigned Interests and the
right to receive interest and principal on and all other fees and amounts with
respect to the Assigned Interests, all from and after the Assignment Date, all
as if Assignee were an original Bank under and signatory to the Loan Agreement
having a Term Loan Commitment Percentage equal to the amount of the respective
Assigned Interests.

          (b) Assignee, subject to the terms and conditions hereof, hereby
assumes all obligations of Assignor with respect to the Assigned Interests from
and after the Assignment Date as if Assignee were an original Bank under and
signatory to the Loan Agreement, which obligations shall include, but shall not
be limited to, the obligation to make Term Loans to the Borrower with respect to
the Assigned Interests and to indemnify the Agent as provided therein (such
obligations, together with all other obligations set forth in the Loan Agreement
and the


                                      D-1



other Loan Documents are hereinafter collectively referred to as the "Assigned
Obligations"). Assignor shall have no further duties or obligations with respect
to, and shall have no further interest in, the Assigned Obligations or the
Assigned Interests.

     3. Representations and Requests of Assignor.

          (a) Assignor represents and warrants to Assignee (i) that it is
legally authorized to, and has full power and authority to, enter into this
Agreement and perform its obligations under this Agreement; (ii) that as of the
date hereof, before giving effect to the assignment contemplated hereby the
amount of Assignor's Term Loan Commitment is $____________ and the aggregate
outstanding principal balance of the Term Loans made by it equals $____________,
and (iii) that it has forwarded to the Agent the Term Loan Note held by
Assignor, if any. Assignor makes no representation or warranty, express or
implied, and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness or sufficiency
of any Loan Document or any other instrument or document furnished pursuant
thereto or in connection with the Loan, the collectability of the Loans, the
continued solvency of the Borrower or the Guarantors or the continued existence,
sufficiency or value of any assets of the Borrower or the Guarantors which may
be realized upon for the repayment of the Loans, or the performance or
observance by the Borrower or the Guarantors of any of their respective
obligations under the Loan Documents to which it is a party or any other
instrument or document delivered or executed pursuant thereto or in connection
with the Loan; other than that it is the legal and beneficial owner of, or has
the right to assign, the interests being assigned by it hereunder and that such
interests are free and clear of any adverse claim.

          (b) If the applicable box is checked below, Assignor requests that the
Agent obtain replacement notes for each of Assignor and Assignee as provided in
the Loan Agreement.

          [ ]  Replacement Note Requested for Assignor

          [ ]  Replacement Note Requested for Assignee

     4. Representations of Assignee. Assignee makes and confirms to the Agent,
Assignor and the other Banks all of the representations, warranties and
covenants of a Bank under Articles 14 and 18 of the Loan Agreement. Without
limiting the foregoing, Assignee (a) represents and warrants that it is legally
authorized to, and has full power and authority to, enter into this Agreement
and perform its obligations under this Agreement; (b) confirms that it has
received copies of such documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Agreement; (c)
agrees that it has and will, independently and without reliance upon Assignor,
any other Bank, the Agent or any Titled Agent and based upon such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in evaluating the Loans, the Loan Documents, the
creditworthiness of the Borrower and the Guarantors and the value of the assets
of the Borrower and the Guarantors, and taking or not taking action under the
Loan Documents; (d) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers as are reasonably incidental
thereto pursuant to the terms of the Loan Documents; (e) agrees that, by this
Assignment, Assignee has become a party to and will perform in accordance with
their terms all the obligations which by the terms of the Loan Documents are
required to be performed by it as a Bank; (f) represents and warrants that
Assignee is not a Person controlling, controlled by or


                                      D-2



under common control with, or which is not otherwise free from influence or
control by, any of the Borrower or the Guarantors; and (g) agrees that if
Assignee is not incorporated under the laws of the United States of America or
any State, it has on or prior to the date hereof delivered to Borrower and Agent
certification as to its exemption or non-exemption from deduction or withholding
of any United States federal income taxes.

     5. Payments to Assignor. In consideration of the assignment made pursuant
to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the
Assignment Date, an amount pursuant to their separate agreement representing the
aggregate principal amount outstanding of the Term Loans owing to Assignor under
the Loan Agreement and the other Loan Documents with respect to the Assigned
Interests.

     6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment
Date the registration fee required by Section 18.2 of the Loan Agreement.

     7. Effectiveness.

          (a) The effective date for this Agreement shall be _______________
(the "Assignment Date"). Following the execution of this Agreement, each party
hereto shall deliver its duly executed counterpart hereof to the Agent for
acceptance and recording in the Register by the Agent.

          (b) Upon such acceptance and recording and from and after the
Assignment Date, (i) Assignee shall be a party to the Loan Agreement and, to the
extent of the Assigned Interests, have the rights and obligations of a Bank
thereunder, and (ii) Assignor shall, with respect to the Assigned Interests,
relinquish its rights and be released from its obligations under the Loan
Agreement.

          (c) Upon such acceptance and recording and from and after the
Assignment Date, the Agent shall make all payments in respect of the rights and
interests assigned hereby accruing after the Assignment Date (including payments
of principal, interest, fees and other amounts) to Assignee.

          (d) All outstanding LIBOR Rate Loans shall continue in effect for the
remainder of their applicable Interest Periods and Assignee shall accept the
currently effective interest rates on its Assigned Interest of each LIBOR Rate
Loan.

     8. Notices. Assignee specifies as its address for notices and its Lending
Office for all assigned Loans, the offices set forth below:

          Notice Address:          _________________________
                                   _________________________
                                   _________________________
                                   _________________________
                                   Attn: ___________________
                                   Facsimile: ______________

          Domestic Lending Office: Same as above


                                       D-3



          LIBOR Lending Office:    Same as above

     9. Payment Instructions. All payments to Assignee under the Loan Agreement
shall be made as provided in the Loan Agreement in accordance with the following
instructions:

                                   _________________________
                                   _________________________
                                   _________________________
                                   _________________________
                                   _________________________
                                   _________________________

     10. Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT REFERENCE TO CONFLICT OF LAWS).

     11. Counterparts. This Agreement may be executed in any number of
counterparts which shall together constitute but one and the same agreement.

     12. Amendments. This Agreement may not be amended, modified or terminated
except by an agreement in writing signed by Assignor and Assignee, and consented
to by Agent.

     13. Successors. This Agreement shall inure to the benefit of the parties
hereto and their respective successors and assigns as permitted by the terms of
Loan Agreement.

                         [signatures on following page]


                                      D-4



     IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned
has caused this Agreement to be executed on its behalf by its officers thereunto
duly authorized, as of the date first above written.

                                        ASSIGNEE:


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        ASSIGNOR:


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


RECEIPT ACKNOWLEDGED AND
ASSIGNMENT CONSENTED TO BY:

KEYBANK NATIONAL ASSOCIATION,
as Agent


By:
    ---------------------------------
Title:
       ------------------------------


                                      D-5



ASSIGNMENT APPROVED BY:

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

By: Ramco-Gershenson Properties
    Trust, a Maryland real estate
    investment trust, its General
    Partner


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                      D-6



                                  SCHEDULE 1.1

                              BANKS AND COMMITMENTS

                                    TERM LOAN



                                                 Term Loan
                                  Term Loan      Commitment
                                 Commitment      Percentage
                               --------------   -----------
                                          
KeyBank National Association   $ 7,600,000.00   33.6283186%
127 Public Square
8th Floor
Cleveland, Ohio 44114-1306

LIBOR Lending Office
Same as above

JPMorgan Chase Bank, N.A.      $ 7,500,000.00   33.1858407%
611 Woodward Avenue
MII-8029
Detroit, Michigan 48226

LIBOR Lending Office
Same as above

Bank of America, N.A.          $ 7,500,000.00   33.1858407%
IL1-231-10-35
231 S. LaSalle Street
Chicago, Illinois 60697

LIBOR Lending Office
Same as above

Total                          $22,600,000.00          100%



                             SCHEDULE 1.1 - PAGE 1



                                  SCHEDULE 6.7

                                   LITIGATION

     1. Matters covered by insurance policies, except for applicable
deductibles.

     2. Landlord/Tenant claims in the ordinary course of business.

     3. Matters disclosed in the Form 10-K filed with the SEC, including the IRS
tax matter.

     4. Alleged ADA violations at the Bagel Joint at Sunshine Plaza; Access for
the Disabled, Inc., Robert Cohen, and Patricia Kennedy v. Ramco-Gershenson
Properties, L.P. US District Court Southern District of Florida Case No.
05-61246-CIV-LENARD.

     5. Internal Revenue Service Examinations:

IRS Audit Resolution for Years 1991 to 1995

We were the subject of an IRS examination of our taxable years ended December
31, 1991 through 1995. We refer to this examination as the IRS Audit. On
December 4, 2003, we reached an agreement with the IRS with respect to the IRS
Audit. We refer to this agreement as the Closing Agreement. Pursuant to the
terms of the Closing Agreement (i) our "REIT taxable income" was adjusted for
each of 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was
terminated for 1994; (iii) we were not permitted to reelect REIT status for
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
1996 was treated, for all purposes of 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 million and $809 for our
1992 and 1993 taxable years respectively; (vii) we consented to the assessment
and collection, by the IRS, of $770 in tax deficiencies; (viii) we consented to
the assessment and collection, by the IRS, of interest on such tax deficiencies
and deficiency dividends and (ix) 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.

In addition, because we lost our REIT status for 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 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, in May 1996, we entered into the Tax Agreement with Atlantic under
which Atlantic assumed all of our


                             SCHEDULE 6.7 - PAGE 1



tax liabilities 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. 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 $2.2 million, 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
million 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 $2.2 million in recognition of our payment of
the deficiency dividend.

In the notes to the consolidated financial statements of Atlantic's most recent
quarterly report on Form 10-Q filed with the Securities and Exchange Commission,
or the SEC, for the quarter ended June 30, 2005, Atlantic has disclosed its
liability under the Tax Agreement for the tax deficiencies, deficiency dividend,
and interest reflected in the Closing Agreement. As discussed above, on January
21, 2004, Atlantic reimbursed us $2.2 million in recognition of our payment of
the deficiency dividend. Atlantic has also paid all other amounts, on behalf of
the Company, assessed by the IRS to date.

Current IRS Examination

The IRS is currently conducting an examination of us for our taxable years ended
December 31, 1996 and 1997. We refer to this examination as the IRS Examination.
On April 13, 2005, the IRS issued two examination reports to us with respect to
the IRS Examination. The first examination report seeks to disallow certain
deductions and losses we took in 1996 and to disqualify us as a REIT for the
years 1996 and 1997. The second report also proposes to disqualify us as a REIT
for our taxable years ended December 31, 1998 through 2000, years we had not
previously been notified were under examination, and to not allow us to reelect
REIT status for 2001 through 2004. Insofar as the reports seek to disqualify us
as a REIT, we vigorously dispute the IRS' positions, and we have been advised by
legal counsel that the IRS' positions set forth in the reports with respect to
our disqualification as a REIT are unsupported by the facts and applicable law.
We discuss this issue in greater detail below under the subheading
"Disqualification as a REIT". We dispute the disallowance of certain deductions
and losses for 1996 and believe that amounts which may be assessed against us
with respect to any such disallowance would constitute items covered under the
Tax Agreement. We discuss this issue in greater detail below under the
subheading "Disallowance of Certain Deductions and Losses". We have contested
the reports by filing a protest with the Appeals Office of the IRS on May 31,
2005. Although Atlantic has filed a Form 8-K with the SEC stating that it has
been advised by counsel that it would not have any obligation to indemnify us
with respect to any tax, interest or penalty which may be assessed against us in
connection with the IRS Examination, we disagree with such


                              SCHEDULE 6.7 - PAGE 2



position and, if the need arises, intend to pursue collection of amounts related
to the 1996 tax year from Atlantic under the Tax Agreement.

Disqualification as a REIT

The examination reports propose to disqualify us as a REIT for our taxable years
1996 through 2000 for reasons relating to our ownership of stock in
Ramco-Gershenson, Inc. and for our alleged failure to meet the requirement to
demand from record holders of our shares certain information regarding the
actual ownership of those shares. The reports also propose not to allow us to
reelect REIT status for 2001 through 2004. As described below, we believe, and
have been advised by legal counsel, that the positions set forth in the
examination reports pursuant to which the IRS proposes to disqualify us as a
REIT are unsupported by the facts and applicable law.

First, the IRS asserts that a "commonality of interests and control" between us
and Ramco Gershenson, Inc., by reason of the ownership of voting stock in
Ramco-Gershenson, Inc. by certain of our trustees and members of our management,
resulted in our "deemed" prohibited ownership of more than 10% of the voting
stock in Ramco-Gershenson, Inc. We have been advised by counsel that the
structure of our ownership of stock in Ramco-Gershenson, Inc., and the
governance thereof, are consistent with the form and structure of similar
subsidiaries used by other large REITs and should not provide a valid basis for
the disqualification of the Company as a REIT for any of the tax years covered
by the examination reports.

Secondly, the IRS proposes to disqualify us as a REIT for 1996 through 2000 for
our alleged failure to meet the shareholder-record keeping requirement because
we did not request certain information from holders of interests in our
operating partnership. We have been advised by counsel that the IRS has erred in
their determination that we were required to make such a demand from our
partners merely by reason of their ownership of interests in our operating
partnership.

Finally, the IRS proposes not to allow us to reelect to be a REIT for 2001
through 2004 based on our alleged failure to qualify as a REIT for 2000. We
believe, based on the advice of counsel, that if we were disqualified for 1996,
we would be allowed to reelect REIT status for our 2001 tax year.

Disallowance of Certain Deductions and Losses

The examination reports also propose to disallow certain deductions and losses
taken in 1996. We believe that, in many material respects, the positions based
on which the IRS proposes to disallow such deductions and losses are unsupported
by the facts and applicable law.

Protest; Potential Impact

We have contested the positions taken in the examination reports through the
filing of a protest with the Appeals Office of the IRS on May 31, 2005. Pursuant
to such filing, we would expect to have a meeting with an Appeals Officer of the
IRS sometime in the future. If we cannot obtain a satisfactory result through
the administrative appeals process, we may pursue judicial review of the
determination.


                              SCHEDULE 6.7 - PAGE 3



If all of the positions taken (exclusive of the proposed revocation of our REIT
status for 2001 through 2004) and adjustments proposed in the examination
reports were sustained, then we would be liable for approximately $22.0 million
in combined tax, penalties and interest (as calculated by the IRS through April
13, 2005). If we were successful in opposing the positions taken in the first
examination report (which relates to 1996 and 1997) and the second examination
report (which relates to 1998 through 2000), other than the proposed increase in
our REIT taxable income resulting from disallowance of certain deductions for
1996, then we could avoid being disqualified as a REIT by paying a deficiency
dividend in the amount (if any) necessary to satisfy the requirement that we
distribute each year a certain minimum amount of our REIT taxable income for
such year. In the event we were required to pay a deficiency dividend, such
dividend would be treated as an addition to tax for the year to which it
relates, and we would be subject to the assessment and collection by the IRS of
interest on such addition to tax. The second examination report (which relates
to 1998 through 2000) does not quantify our potential liability for combined
tax, penalties and interest resulting from the proposed revocation of our REIT
status for 2001 through 2004. Such potential liability could be substantial and
could have a material adverse effect on our financial position, results of
operations and cash flows.

If we were to fail to qualify as a REIT for any taxable year, we would be
subject to federal income tax, including any applicable alternative minimum tax,
on our taxable income at regular corporate rates for such year, and
distributions to shareholders would not be deductible by us in computing our
taxable income. Any such corporate tax liability could be substantial and, to
the extent we were not indemnified against such liability by Atlantic under the
Tax Agreement, would reduce the amount of our cash available for distribution to
our shareholders, which in turn could have a material adverse impact on the
value of, and trading prices for, our common shares. In addition, we would not
be able to reelect REIT status until the fifth taxable year following the
initial year of disqualification unless we were to qualify for relief under
applicable provisions of the Code. Upon a new REIT election, we would be
required to distribute any earnings and profits that we had accumulated during
the taxable years in which we failed to qualify as a REIT. If we failed to
qualify as a REIT for more than two taxable years, we would be subject to
corporate level tax during the ten-year period beginning on the first day of our
REIT year with respect to any built-in gain we recognize on the disposition of
any asset held on such date.

Tax Agreement with Atlantic

Certain tax deficiencies, interest, and penalties, which may be assessed against
us in connection with the IRS Examination, may constitute covered items under
the Tax Agreement. Atlantic has filed a Form 8-K in which it disclosed that it
has been advised by counsel that it does not have any obligation to make any
payment to or indemnify us in any manner for any tax, interest or penalty set
forth in the examination report relating to 1996 and 1997. We disagree with this
position and believe that some or all of the amounts which may be assessed
against us with respect to the disallowance of certain deductions and losses for
1996 would constitute covered items under the Tax Agreement. If Atlantic
prevails in its position that it is not required to indemnify us under the Tax
Agreement with respect to liabilities we incur as a result of the IRS
Examination, then we would be required to pay for such liabilities out of our
own funds. Even if we prevail in our position that Atlantic is required to
indemnify us under the Tax Agreement with respect to such liabilities, Atlantic
may not have sufficient assets at the time to reimburse us for all amounts we
must pay to the IRS, and we would be required to pay the difference out of


                              SCHEDULE 6.7 - PAGE 4



our own funds. According to the quarterly report on Form 10-Q filed by Atlantic
for the quarter ended June 30, 2005, Atlantic had net assets of approximately
$82.6 million (as determined pursuant to the liquidation basis of accounting).
The IRS may also assess taxes against us that Atlantic is not required to pay.
Accordingly, the ultimate resolution of any tax liabilities arising pursuant to
the IRS Audit and the IRS Examination may have a material adverse effect on our
financial position, results of operations and cash flows, particularly if we are
required to distribute deficiency dividends to our shareholders and/or pay
additional taxes, interest and penalties to the IRS in amounts that exceed any
indemnification payments we receive from Atlantic.

Operating Partnership Examination Report

In connection with an ongoing IRS examination of one of our operating
partnerships we have also received an examination report, which relates to such
partnership's taxable year ended December 31, 1997, which proposes to increase
the income of certain of the operating partnership's partners other than us. As
such, the proposed adjustments would not result in our being liable for
additional tax, penalties or interest.


                              SCHEDULE 6.7 - PAGE 5



                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
                                                                         
Section 1. DEFINITIONS AND RULES OF INTERPRETATION.......................     1
   Section 1.1.   Definitions............................................     1
   Section 1.2.   Rules of Interpretation................................    11
Section 2. THE CREDIT FACILITY...........................................    12
   Section 2.1.   Intentionally Omitted..................................    12
   Section 2.2.   Commitment to Lend Term Loan...........................    12
   Section 2.3.   Intentionally Omitted..................................    12
   Section 2.4.   Interest on Loans......................................    12
   Section 2.5.   Intentionally Omitted..................................    13
   Section 2.6.   Funds for Loans........................................    13
   Section 2.7.   Intentionally Omitted..................................    13
   Section 2.8.   Intentionally Omitted..................................    13
   Section 2.9.   Intentionally Omitted..................................    13
   Section 2.10.  Intentionally Omitted..................................    13
   Section 2.11.  Evidence of Debt.......................................    13
Section 3. REPAYMENT OF THE LOANS........................................    14
   Section 3.1.   Stated Maturity........................................    14
   Section 3.2.   Mandatory Prepayments..................................    14
   Section 3.3.   Optional Prepayments...................................    14
   Section 3.4.   Partial Prepayments....................................    15
   Section 3.5.   Effect of Prepayments..................................    15
Section 4. CERTAIN GENERAL PROVISIONS....................................    15
   Section 4.1.   Conversion Options.....................................    15
   Section 4.2.   Intentionally Omitted..................................    16
   Section 4.3.   Intentionally Omitted..................................    16
   Section 4.4.   Funds for Payments.....................................    16
   Section 4.5.   Computations...........................................    17
   Section 4.6.   Suspension of LIBOR Rate Loans.........................    17
   Section 4.7.   Illegality.............................................    17
   Section 4.8.   Additional Interest....................................    17
   Section 4.9.   Additional Costs, Etc..................................    17



                                       -i-



                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
                                                                         
   Section 4.10.  Capital Adequacy.......................................    18
   Section 4.11.  Indemnity of Borrower..................................    19
   Section 4.12.  Interest on Overdue Amounts; Late Charge...............    19
   Section 4.13.  Certificate............................................    19
   Section 4.14.  Limitation on Interest.................................    19
   Section 4.15.  Intentionally Omitted..................................    20
Section 5. UNSECURED OBLIGATION; GUARANTY................................    20
   Section 5.1.   Collateral.............................................    20
   Section 5.2.   New Guarantors.........................................    20
Section 6. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER..    21
   Section 6.1.   Corporate Authority, Etc...............................    21
   Section 6.2.   Governmental Approvals.................................    22
   Section 6.3.   Intentionally Omitted..................................    22
   Section 6.4.   Intentionally Omitted..................................    22
   Section 6.5.   Intentionally Omitted..................................    22
   Section 6.6.   Intentionally Omitted..................................    22
   Section 6.7.   Litigation.............................................    22
   Section 6.8.   Intentionally Omitted..................................    23
   Section 6.9.   Intentionally Omitted..................................    23
   Section 6.10.  Intentionally Omitted..................................    23
   Section 6.11.  No Event of Default....................................    23
   Section 6.12.  Holding Company and Investment Company Acts............    23
   Section 6.13.  Intentionally Omitted..................................    23
   Section 6.14.  Intentionally Omitted..................................    23
   Section 6.15.  Intentionally Omitted..................................    23
   Section 6.16.  Intentionally Omitted..................................    23
   Section 6.17.  Regulations T, U and X.................................    23
   Section 6.18.  Intentionally Omitted..................................    23
   Section 6.19.  Intentionally Omitted..................................    23
   Section 6.20.  Intentionally Omitted..................................    23



                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
                                                                         
   Section 6.21.  Loan Documents.........................................    24
   Section 6.22.  Intentionally Omitted..................................    24
   Section 6.23.  Brokers................................................    24
   Section 6.24.  Intentionally Omitted..................................    24
   Section 6.25.  Solvency...............................................    24
   Section 6.26.  Contribution Agreement.................................    24
   Section 6.27.  No Fraudulent Intent...................................    24
   Section 6.28.  Transaction in Best Interests of Borrower;
                  Consideration..........................................    24
   Section 6.29.  Intentionally Omitted..................................    25
   Section 6.30.  Intentionally Omitted..................................    25
   Section 6.31.  Intentionally Omitted..................................    25
   Section 6.32.  Intentionally Omitted..................................    25
   Section 6.33.  Restatement of Representations Set Forth in the
                  Unsecured Loan Agreement...............................    25
Section 7. AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER...........    25
   Section 7.1.   Punctual Payment.......................................    25
   Section 7.2.   Maintenance of Office..................................    25
   Section 7.3.   Records and Accounts...................................    25
   Section 7.4.   Intentionally Omitted..................................    25
   Section 7.5.   Notices................................................    25
   Section 7.6.   Intentionally Omitted..................................    26
   Section 7.7.   Intentionally Omitted..................................    26
   Section 7.8.   Intentionally Omitted..................................    26
   Section 7.9.   Inspection of Properties and Books.....................    26
   Section 7.10.  Compliance with Laws, Contracts, Licenses,
                  and Permits............................................    26
   Section 7.11.  Use of Proceeds........................................    27
   Section 7.12.  Further Assurances.....................................    27
   Section 7.13.  Compliance.............................................    27
   Section 7.14.  Intentionally Omitted..................................    27
   Section 7.15.  Intentionally Omitted..................................    27
   Section 7.16.  Intentionally Omitted..................................    27



                                      -iii-



                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
                                                                         
   Section 7.17.  Intentionally Omitted..................................    27
   Section 7.18.  Intentionally Omitted..................................    27
   Section 7.19.  Intentionally Omitted..................................    27
   Section 7.20.  Increase of Revolving Credit Commitment................    27
   Section 7.21.  Compliance with Covenants in Unsecured Master
                  Loan Agreement.........................................    28
Section 8. INTENTIONALLY OMITTED.........................................    28
Section 9. INTENTIONALLY OMITTED.........................................    28
Section 10. CLOSING CONDITIONS...........................................    28
   Section 10.1.  Loan Documents.........................................    28
   Section 10.2.  Certified Copies of Organizational Documents...........    28
   Section 10.3.  Resolutions............................................    29
   Section 10.4.  Incumbency Certificate; Authorized Signers.............    29
   Section 10.5.  Opinion of Counsel.....................................    29
   Section 10.6.  Intentionally Omitted..................................    29
   Section 10.7.  Performance; No Default................................    29
   Section 10.8.  Representations and Warranties.........................    29
   Section 10.9.  Proceedings and Documents..............................    29
   Section 10.10. Stockholder and Partner Consents.......................    30
   Section 10.11. Compliance Certificate.................................    30
   Section 10.12. Intentionally Omitted..................................    30
   Section 10.13. Contribution Agreement.................................    30
   Section 10.14. No Legal Impediment....................................    30
   Section 10.15. Governmental Regulation................................    30
   Section 10.16. Intentionally Omitted..................................    30
   Section 10.17. Other..................................................    30
Section 11. CONDITIONS TO ALL BORROWINGS.................................    30
   Section 11.1.  Prior Conditions Satisfied.............................    30
   Section 11.2.  Representations True; No Default.......................    30
   Section 11.3.  Intentionally Omitted..................................    31
Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC.........................    31
   Section 12.1.  Events of Default and Acceleration.....................    31



                                      -iv-



                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
                                                                         
   Section 12.2.  Limitation of Cure Periods.............................    34
   Section 12.3.  Termination of Commitments.............................    34
   Section 12.4.  Remedies...............................................    34
   Section 12.5.  Distribution of Proceeds...............................    34
Section 13. SETOFF.......................................................    35
Section 14. THE AGENT....................................................    36
   Section 14.1.  Authorization..........................................    36
   Section 14.2.  Employees and Agents...................................    36
   Section 14.3.  No Liability...........................................    36
   Section 14.4.  No Representations.....................................    36
   Section 14.5.  Payments...............................................    37
   Section 14.6.  Holders of Notes.......................................    38
   Section 14.7.  Indemnity..............................................    38
   Section 14.8.  Agent as Bank..........................................    39
   Section 14.9.  Resignation............................................    39
   Section 14.10. Duties in the Case of Enforcement......................    39
   Section 14.11. Bankruptcy.............................................    40
   Section 14.12. Approvals..............................................    40
   Section 14.13. Borrower not Beneficiary...............................    40
Section 15. EXPENSES.....................................................    40
Section 16. INDEMNIFICATION..............................................    41
Section 17. SURVIVAL OF COVENANTS, ETC...................................    42
Section 18. ASSIGNMENT AND PARTICIPATION.................................    42
   Section 18.1.  Conditions to Assignment by Banks......................    42
   Section 18.2.  Register...............................................    43
   Section 18.3.  New Notes..............................................    43
   Section 18.4.  Participations.........................................    43
   Section 18.5.  Pledge by Bank.........................................    44
   Section 18.6.  No Assignment by Borrower or the Trust.................    44
   Section 18.7.  Disclosure.............................................    44
   Section 18.8.  Amendments to Loan Documents...........................    44



                                       -v-



                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
                                                                         
   Section 18.9.  Mandatory Assignment...................................    44
   Section 18.10. Titled Agents..........................................    45
Section 19. NOTICES......................................................    45
Section 20. RELATIONSHIP.................................................    46
Section 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE...........    47
Section 22. HEADINGS.....................................................    47
Section 23. COUNTERPARTS.................................................    47
Section 24. ENTIRE AGREEMENT, ETC........................................    47
Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS...............    47
Section 26. DEALINGS WITH THE BORROWER OR THE GUARANTORS.................    48
Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC...........................    48
Section 28. SEVERABILITY.................................................    49
Section 29. TIME OF THE ESSENCE..........................................    49
Section 30. NO UNWRITTEN AGREEMENTS......................................    49
Section 31. REPLACEMENT OF NOTES.........................................    49
Section 32. TRUST EXCULPATION............................................    49
Section 33. PATRIOT ACT..................................................    50



                                      -vi-



                             EXHIBITS AND SCHEDULES

EXHIBIT A    FORM OF TERM LOAN NOTE
EXHIBIT B    FORM OF JOINDER AGREEMENT
EXHIBIT C    FORM OF COMPLIANCE CERTIFICATE
EXHIBIT D    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1.1 BANKS AND COMMITMENTS
SCHEDULE 6.7 LITIGATION


                                      -vii-

EX-10.53

                                                                   Exhibit 10.53

                UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

     THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty") is
made as of this 21st day of December, 2005, by RAMCO-GERSHENSON PROPERTIES
TRUST, a Maryland real estate investment trust, having its principal place of
business and chief executive office at 31500 Northwestern Highway, Suite 300,
Farmington Hills, Michigan 48334 ("Trust"), and the other Persons, if any, now
or hereafter a party hereto as a Subsidiary Guarantor (the Trust and such other
Subsidiary Guarantors are hereinafter referred to collectively as the
"Guarantors"), in favor of KeyBank National Association, a national bank
organized under the laws of the United States of America, its successors and
assigns, for itself ("KeyBank") and in its capacity as agent (the "Agent") for
certain other lenders that may now be or may hereafter become a party to the
"Loan Agreement" (as such term is defined below), having an office at 1200
Abernathy Road, Suite 1550, Atlanta, Georgia 30328, Attn: Dan Silbert. KeyBank
(except when acting as the Agent) and each other lending institution which may
now be or may hereafter become a party to the Loan Agreement, shall be referred
to collectively herein as the "Banks."

     WHEREAS, Ramco-Gershenson Properties, L.P., a Delaware limited partnership
(the "Debtor"), the Trust, KeyBank, the Agent, and the Banks are parties to that
certain Unsecured Term Loan Agreement dated of even date herewith (as the same
may be modified, amended, increased, renewed or restated, the "Loan Agreement"),
pursuant to which the Debtor is liable for the "Obligations" (as such term is
defined in the Loan Agreement), including without limitation, loans and other
financial accommodations from the Banks (including the Agent in its capacity as
a Bank thereunder) in the aggregate principal amount of up to $22,600,000.00
(all Obligations being hereinafter referred to as the "Indebtedness"); and

     WHEREAS, it is a condition precedent to the effectiveness of the Loan
Agreement that this Guaranty be executed and delivered by the Guarantor in favor
of the Agent; and

     WHEREAS, the Trust is the sole general partner of and the owner of at least
a 84.17% of the ownership interests in Debtor, and the Debtor is the owner of
all or a majority of the ownership interests in each other Guarantor; and

     WHEREAS, the Borrower and the Subsidiary Guarantors are mutually dependent
upon each other in the conduct of their business as an integrated operation and
each of the Guarantors will derive substantial benefit and advantage from the
financial accommodations to the Debtor set forth in the Loan Agreement including
the loans and advances made to the Debtor thereunder, and it will be to the
Guarantors' direct interest and economic benefit to assist the Debtor in
procuring said financial accommodations from the Banks by executing and
delivering this Guaranty;

     NOW, THEREFORE, for and in consideration of the premises and in order to
induce the Agent and the Banks to enter into the Loan Agreement and the Banks to
make loans and provide other financial accommodations thereunder, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantors hereby agree as follows (unless otherwise defined
herein all capitalized terms used herein shall have their meanings as set forth
in the Loan Agreement):



     1.   Guaranty of Payment.

          (a) The Guarantors hereby, jointly and severally, unconditionally
guarantee the full and prompt payment to the Banks and the Agent, on behalf of
the Banks, when due, upon demand, at maturity or by reason of acceleration or
otherwise and at all times thereafter, of any and all of the Indebtedness.

          (b) The Guarantors acknowledge that valuable consideration supports
this Guaranty, including, without limitation, the consideration set forth in the
recitals above as well as any commitment to lend, extension of credit or other
financial accommodation, whether heretofore or hereafter made by the Banks to
the Debtor; any extension, renewal, increase or replacement of any of the
Indebtedness; any forbearance with respect to any of the Indebtedness or
otherwise; any cancellation of an existing guaranty; any purchase of any of the
Debtor's assets by the Banks; or any other valuable consideration.

          (c) The Guarantors agree that all payments under this Guaranty shall
be made in United States currency and the same manner as provided for the
Indebtedness.

     2.   The Banks' Costs and Expenses.

     The Guarantors jointly and severally agree to pay on demand, if not paid by
the Debtor, all reasonable costs and expenses of every kind incurred by the
Agent or the Banks: (a) in enforcing this Guaranty, (b) in collecting any of the
Indebtedness from the Debtor or Guarantors, (c) in realizing upon or protecting
any collateral for this Guaranty or for payment of any of the Indebtedness, and
(d) for any other purpose related to the Indebtedness or this Guaranty. "Costs
and expenses" as used in the preceding sentence shall include, without
limitation, the actual reasonable attorneys' fees incurred by the Agent or any
Bank in retaining counsel for advice, suit, appeal, any insolvency or other
proceedings under the United States Bankruptcy Code or otherwise, or for any
purpose specified in the preceding sentence.

     3.   Nature of Guaranty: Continuing, Absolute and Unconditional.

          (a) This Guaranty is and is intended to be a continuing guaranty of
payment of the Indebtedness, independent of and in addition to any other
guaranty, endorsement, collateral or other agreement held by the Agent or the
Banks therefor or with respect thereto, whether or not furnished by any
Guarantor. The obligation of the Guarantors to repay the Indebtedness hereunder
shall be unlimited. The Guarantors shall have no right of subrogation with
respect to any payments made by Guarantors hereunder, and hereby waive any
benefit of, and any right to participate in, any security or collateral given to
the Agent or the Banks to secure payment of the Indebtedness, until all of the
Indebtedness outstanding or contracted or committed for (whether or not
outstanding) is paid in full, and the Guarantors agree that none of them will
take any action to enforce any obligations of the Debtor to such Guarantor prior
to the Indebtedness being paid in full, provided that, in the event of the
bankruptcy or insolvency of the Debtor, the Agent, on behalf of the Banks, shall
be entitled notwithstanding the foregoing, to file in the name of any Guarantor
or in its own name a claim for any and all indebtedness owing to such Guarantor
by the Debtor, vote such claim and to apply the proceeds of any such claim to
the Indebtedness.


                                       2



          (b) Except as otherwise provided for in Section 8.7 of the Unsecured
Master Loan Agreement, for the further security of the Banks and without in any
way diminishing the liability of the Guarantors, following the occurrence of an
Event of Default under the Loan Agreement and acceleration of the Indebtedness,
all debts and liabilities, present or future of the Debtor to Guarantors and all
monies received from the Debtor or for its account by Guarantors in respect
thereof shall be received in trust for the Banks and forthwith upon receipt
shall be paid over to the Agent, on behalf of the Banks, until all of the
Indebtedness has been paid in full. This assignment and postponement is
independent of and severable from this Guaranty and shall remain in full effect
whether or not any Guarantor is liable for any amount under this Guaranty.

          (c) This Guaranty is absolute and unconditional and shall not be
changed or affected by any representation, oral agreement, act or thing
whatsoever, except as herein provided. This Guaranty is intended by the
Guarantors to be the final, complete and exclusive expression of the guaranty
agreement between the Guarantors, the Banks and the Agent, on behalf of the
Banks. No modification or amendment of any provision of this Guaranty shall be
effective unless in writing and signed by a duly authorized officer of the
Agent, on behalf of the Banks.

          (d) In the event of the business failure of any Guarantor or if there
shall be pending any bankruptcy or insolvency case or proceeding with respect to
any Guarantor under the United States Bankruptcy Code or any other applicable
law or in connection with the insolvency of any Guarantor, or if a liquidator,
receiver, or trustee shall have been appointed for any Guarantor or any
Guarantor's properties or assets, the Agent on behalf of the Banks may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Agent on behalf of the Banks allowed in any
proceedings relative to such Guarantor, or any of such Guarantor's properties or
assets, and, irrespective of whether the Indebtedness or other Obligations of
the Debtor guaranteed hereby shall then be due and payable, by declaration or
otherwise, the Agent on behalf of the Banks shall be entitled and empowered to
file and prove a claim for the whole amount of any sums or sums owing with
respect to the Indebtedness or other Obligations of the Debtor guaranteed
hereby, and to collect and receive any moneys or other property payable or
deliverable on any such claim. Guarantors covenant and agree that upon the
commencement of a voluntary or involuntary bankruptcy proceeding by or against
the Debtor or any other Guarantor, no Guarantor shall seek a supplemental stay
or otherwise pursuant to 11 U.S.C. Section 105 or any other provision of the
United States Bankruptcy Code or any other debtor relief law (whether statutory,
common law, case law, or otherwise) of any jurisdiction whatsoever, now or
hereafter in effect, which may be or become applicable, to stay, interdict,
condition, reduce or inhibit the ability of the Agent to enforce any rights of
the Agent against Guarantors by virtue of this Guaranty or otherwise.

     4.   Certain Rights and Obligations.

          (a) The Guarantors authorize the Agent and the Banks, without notice,
demand or any reservation of rights against the Guarantors and without affecting
the Guarantors' obligations hereunder, from time to time: (i) to renew, extend,
increase, accelerate or otherwise change the time for payment of, the terms of
or the interest on the Indebtedness or any part thereof or grant other
indulgences to the Debtor or others, and to otherwise modify the terms of the
Loan Agreement and the other Loan Documents; (ii) to accept from any Person and
hold collateral for the payment of the Indebtedness or any part thereof, and to
modify, exchange,


                                       3



enforce or refrain from enforcing, or release, compromise, settle, waive,
subordinate or surrender, with or without consideration, such collateral or any
part thereof; (iii) to accept and hold any endorsement or guaranty of payment of
the Indebtedness or any part thereof, and to discharge, release or substitute
any such obligation of any such endorser or guarantor, or any Person who has
given any security interest in any collateral as security for the payment of the
Indebtedness or any part thereof, or any other Person in any way obligated to
pay the Indebtedness or any part thereof, and to enforce or refrain from
enforcing, or compromise or modify, the terms of any obligation of any such
endorser, guarantor, or Person; (iv) to dispose of any and all collateral
securing the Indebtedness in any manner as the Agent or the Banks, in their sole
discretion, may deem appropriate, and to direct the order or manner of such
disposition and the enforcement of any and all endorsements and guaranties
relating to the Indebtedness or any part thereof as the Agent or the Banks in
their sole discretion may determine; (v) except as otherwise provided in the
Loan Agreement, to determine the manner, amount and time of application of
payments and credits, if any, to be made on all or any part of any component or
components of the Indebtedness (whether principal, interest, fees, costs, and
expenses, or otherwise); and (vi) to take advantage or refrain from taking
advantage of any security or accept or make or refrain from accepting or making
any compositions or arrangements when and in such manner as the Agent or the
Banks, in their sole discretion, may deem appropriate and generally do or
refrain from doing any act or thing which might otherwise, at law or in equity,
release the liability of Guarantors as a guarantor or surety in whole or in
part, and in no case shall the Agent or the Banks be responsible, nor shall any
Guarantor be released, either in whole or in part for any act or omission in
connection with the Agent or the Banks having sold any security at an under
value.

          (b) If any default shall be made in the payment of any of the
Indebtedness and any grace period has expired with respect thereto, each
Guarantor jointly and severally hereby agrees to pay the same in full to the
extent hereinafter provided: (i) without deduction by reason of any setoff,
defense (other than payment) or counterclaim of the Debtor; (ii) without
requiring presentment, protest or notice of nonpayment or notice of default to
Guarantors, to the Debtor or to any other Person, except as required pursuant to
the Loan Agreement; (iii) without demand for payment or proof of such demand or
filing of claims with a court in the event of receivership, bankruptcy or
reorganization of the Debtor; (iv) without requiring the Agent or the Banks to
resort first to the Debtor (this being a guaranty of payment and not of
collection) or to any other guaranty or any collateral which the Banks may hold;
(v) without requiring notice of acceptance hereof or assent hereto by the Agent
or the Banks; and (vi) without requiring notice that any of the Indebtedness has
been incurred, extended or continued or of the reliance by the Agent or the
Banks upon this Guaranty; all of which the Guarantors hereby waive.

          (c) The Guarantors' obligations hereunder shall not be affected by any
of the following, all of which the Guarantors hereby waive: (i) any failure to
perfect or continue the perfection of any security interest in or other lien on
any collateral securing payment of any of the Indebtedness or the Guarantors'
obligations hereunder; (ii) the invalidity, unenforceability, propriety of
manner of enforcement of, or loss or change in priority of any such security
interest or other lien or guaranty of the Indebtedness; (iii) any failure to
protect, preserve or insure any such collateral; (iv) failure of Guarantors to
receive notice of any intended disposition of such collateral; (v) any defense
arising by reason of the cessation from any cause whatsoever of liability of the
Debtor, including, without limitation, any failure, negligence or omission by
the Agent or the Banks in enforcing their claims against the Debtor; (vi) any
release, settlement or


                                       4



compromise of any obligation of the Debtor, other than as a result of the
payment of the Indebtedness; (vii) the invalidity or unenforceability of any of
the Indebtedness or other obligations guaranteed hereunder; (viii) any change of
ownership of the Debtor or the insolvency, bankruptcy or any other change in the
legal status of the Debtor; (ix) any change in, or the imposition of, any law,
decree, regulation or other governmental act which does or might impair, delay
or in any way affect the validity, enforceability or the payment when due of the
Indebtedness; (x) the existence of any claim, setoff or other rights which
Guarantors may have at any time against the Agent, any Bank or the Debtor in
connection herewith or any unrelated transaction; (xi) the Agent's or any Bank's
election, in any case instituted under chapter 11 of the United States
Bankruptcy Code, of the application of section 1111(b)(2) of the United States
Bankruptcy Code; (xii) any borrowing, use of cash collateral, or grant of a
security interest by the Debtor, as debtor in possession, under sections 363 or
364 of the United States Bankruptcy Code; (xiii) the disallowance of all or any
portion of any of the Agent's or any Bank's claims for repayment of the
Indebtedness under sections 502 or 506 of the United States Bankruptcy Code;
(xiv) (A) any change in the amount, interest rate or due date or other term of
any of the obligations hereby guaranteed, (B) any change in the time, place or
manner of payment of all or any portion of the obligations hereby guaranteed,
(C) any amendment or waiver of, or consent to the departure from or other
indulgence with respect to, the Loan Agreement, any other Loan Document, or any
other document or instrument evidencing or relating to any obligations hereby
guaranteed, or (D) any waiver, renewal, extension, addition, or supplement to,
or deletion from, or any other action or inaction under or in respect of, the
Loan Agreement, any of the other Loan Documents, or any other documents,
instruments or agreements relating to the obligations hereby guaranteed or any
other instrument or agreement referred to therein or evidencing any obligations
hereby guaranteed or any assignment or transfer of any of the foregoing; (xv)
any act or failure to act by Debtor or any other Person which may adversely
affect any Guarantor's subrogation rights, if any, against Debtor to recover
payments made under this Guaranty; (xvi) the incapacity, lack of authority,
death or disability of Debtor or any other Person, or the failure of Agent or
the Banks to file or enforce a claim against the estate (either in
administration, bankruptcy or in any other proceeding) of Debtor or Guarantors
or any other Person; (xvii) the dissolution or termination of existence of
Debtor, any Guarantor or any other Person; (xviii) the failure of Agent and the
Banks to give notice of the existence, creation or incurring of any new or
additional indebtedness or obligation of Debtor or of any action or nonaction on
the part of any other person whomsoever in connection with any obligation hereby
guaranteed; (xix) any failure or delay of Agent and the Banks to commence an
action against Debtor or any other Person, to assert or enforce any remedies
against Debtor under the Loan Agreement, the Notes or the other Loan Documents,
or to realize upon any security; (xx) any failure of any duty on the part of
Agent and the Banks to disclose to Guarantors any facts it may now or hereafter
know regarding Debtor or any other Person, any of their properties or any of the
improvements located thereon, whether such facts materially increase the risk to
Guarantors or not; (xxi) failure to accept or give notice of acceptance of this
Guaranty by Agent and the Banks; (xxii) failure to make or give notice of
presentment and demand for payment of any of the indebtedness or performance of
any of the obligations hereby guaranteed; (xxii) failure to make or give protest
and notice of dishonor or of default to Guarantors or to any other party with
respect to the indebtedness or performance of obligations hereby guaranteed;
(xxiv) either with or without notice to Guarantors, any renewal, extension,
modification, amendment or another changes in the Indebtedness, including but
not limited to any material alteration of the terms of payment or performance of
the Indebtedness; or (xxv) any other fact or circumstance which might otherwise
constitute grounds at law or equity for the discharge or release of a Guarantor
from its


                                        5



obligations hereunder, all whether or not Guarantors shall have had notice or
knowledge of any act or omission referred to in the foregoing clauses (i)
through (xxv) of this Paragraph 4.

     5.   Representations, Warranties and Covenants.

          (a) Guarantors further represent and warrant to the Agent and the
Banks that: (i) the Trust is a real estate investment trust duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, and has full power, authority and legal right to own its property
and assets and to transact the business in which it is engaged, and each other
Guarantor is a limited partnership or limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, and has the full power, authority and legal right to own its
property and assets and to transact the business in which it is engaged; (ii)
each Guarantor has full power, authority and legal right to execute and deliver,
and to perform its obligations under, this Guaranty, and has taken all necessary
action to authorize the guarantee hereunder on the terms and conditions of this
Guaranty and to authorize the execution, delivery and performance of this
Guaranty; and (iii) this Guaranty has been duly executed and delivered by
Guarantors and constitutes a legal, valid and binding obligation of Guarantors
enforceable against Guarantors in accordance with its terms. In addition, each
representation and warranty that is applicable to or is made by any Subsidiary
under the Loan Agreement is hereby incorporated herein by this reference and the
Guarantors (other than the Trust) hereby make, restate and reaffirm each such
representation and warranty.

          (b) Each covenant and agreement that is applicable to or is to be
performed by any Subsidiary under the Loan Agreement is hereby incorporated
herein by this reference and the Guarantors (other than the Trust) hereby agrees
to perform or abide by each such covenant and agreement.

     6.   Security; Assets - Negative Pledge.

     Guarantors warrant and represent to and covenant with the Agent and the
Banks that: (i) each Guarantor has good, indefeasible and merchantable title to
all of its assets, and (ii) each Guarantor shall not grant a security interest
in or permit a lien, claim or encumbrance upon any of its assets in favor of any
third party.

     7.   Termination.

     This Guaranty shall remain in full force and effect until all of the
Indebtedness shall be finally and irrevocably paid in full and the commitments
under the Loan Agreement shall have been terminated. Payment of all of the
Indebtedness from time to time shall not operate as a discontinuance of this
Guaranty. The Guarantors further agree that, to the extent that the Debtor makes
a payment or payments to the Agent or any of the Banks on the Indebtedness, or
the Agent or the Banks receive any proceeds of collateral securing the
Indebtedness which payment or receipt of proceeds or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be returned or repaid to the Debtor, its estate, trustee,
receiver, debtor in possession or any other Person, including, without
limitation, any guarantor, under any insolvency or bankruptcy law, state or
federal law, common law or equitable cause, then to the extent of such payment,
return or repayment, the obligation or part thereof which has been paid, reduced
or satisfied by such amount shall be reinstated and continued in full force and


                                        6



effect as of the date when such initial payment, reduction or satisfaction
occurred, and this Guaranty shall continue in full force notwithstanding any
contrary action which may have been taken by the Agent or the Banks in reliance
upon such payment, and any such contrary action so taken shall be without
prejudice to the Agent's or the Banks' rights under this Guaranty and shall be
deemed to have been conditioned upon such payment having become final and
irrevocable.

     8.   Guaranty of Performance.

     The Guarantors also jointly and severally guarantee the full, prompt and
unconditional performance of all obligations and agreements of every kind owed
or hereafter to be owed by the Debtor to the Agent or the Banks. Every provision
for the benefit of the Agent or the Banks contained in this Guaranty shall apply
to the guaranty of performance given in this Paragraph 8.

     9.   Assumption of Liens and Indebtedness.

     To the extent that any Guarantor has received or shall hereafter receive
contributions to its capital consisting of assets of the Debtor that are
subject, at the time of such contribution, to liens and security interests in
favor of the Agent or the Banks in accordance with the Loan Agreement, each
Guarantor hereby expressly agrees that (i) it shall hold such assets subject to
such liens and security interests and subject to the terms of the Loan Agreement
and (ii) it shall be liable for the payment of the Indebtedness secured thereby.
The Guarantors' obligations under this Paragraph 9 shall be in addition to their
obligations as set forth in other sections of this Guaranty and not in
substitution therefor or in lieu thereof.

     10.  Miscellaneous.

          (a) The terms "Debtor" and "Guarantor" as used in this Guaranty shall
include: (i) any successor individual or individuals, association, partnership
or corporation to which all or a substantial part of the business or assets of
the Debtor or a Guarantor shall have been transferred and (ii) any other entity
into or with which the Debtor or a Guarantor shall have been merged,
consolidated, reorganized, or absorbed. Nothing herein shall be deemed to modify
any restrictions regarding assignments, transfers, mergers, consolidations or
reorganizations set forth in the Loan Agreement. Notwithstanding anything herein
to the contrary, Guarantor shall not assign or transfer any of its rights or
obligations under this Guaranty without the prior written consent of each of the
Banks.

          (b) Without limiting any other right of the Agent or the Banks,
whenever the Agent or the Banks have the right to declare any of the
Indebtedness to be immediately due and payable (whether or not it has been so
declared), subject to the notice requirements and other limitations set forth in
Section 13 of the Loan Agreement, the Agent and the Banks at their sole election
without notice to any of the undersigned may appropriate and set off against the
Indebtedness: (i) any and all indebtedness or other moneys due or to become due
to a Guarantor by the Agent or the Banks in any capacity and (ii) any credits or
other property belonging to a Guarantor (including all account balances, whether
provisional or final and whether or not collected or available) at any time held
by or coming into the possession of the Agent or any of the Banks, or any
affiliate of the Agent or any of the Banks, whether for deposit or otherwise,
whether or not the Indebtedness or the obligation to pay such moneys owed by the
Agent or Banks is then due, and the Agent or the Banks shall be deemed to have
exercised such right of


                                        7



set off immediately at the time of such election even though any charge therefor
is made or entered on the Agent's or the Banks' records subsequent thereto.

          (c) The Guarantors' obligation hereunder is to pay the Indebtedness in
full when due according to the Loan Agreement to the extent provided herein, and
shall not be affected by any stay or extension of time for payment by the Debtor
resulting from any proceeding under the United States Bankruptcy Code or any
similar law.

          (d) No course of dealing between the Debtor or any Guarantor and the
Agent or the Banks and no act, delay or omission by the Agent or the Banks in
exercising any right or remedy hereunder or with respect to any of the
Indebtedness shall operate as a waiver thereof or of any other right or remedy,
and no single or partial exercise thereof shall preclude any other or further
exercise thereof or the exercise of any other right or remedy. The Agent or the
Banks may remedy any default by the Debtor under any agreement with the Debtor
or with respect to any of the Indebtedness in any reasonable manner without
waiving the default remedied and without waiving any other prior or subsequent
default by the Debtor. All rights and remedies of the Agent and the Banks
hereunder are cumulative.

          (e) The term "Banks" as used herein shall have the same meaning as in
the Loan Agreement and this Agreement shall inure to the benefit of the Agent
and such Banks.

          (f) Captions of the paragraphs of this Guaranty are solely for the
convenience of the Agent, the Banks and the Guarantors, and are not an aid in
the interpretation of this Guaranty.

          (g) If any provision of this Guaranty is unenforceable in whole or in
part for any reason, the remaining provisions shall continue to be effective.

          (h) THIS GUARANTY IS A CONTRACT UNDER THE LAWS OF THE STATE OF
MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW). EACH GUARANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR THE STATE OF
OHIO OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON SUCH GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN THE OPENING
PARAGRAPH HEREOF. EACH GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.

          (i) Each notice, demand, election or request provided for or permitted
to be given pursuant to this Guaranty (hereinafter in this paragraph referred to
as "Notice") must be in writing and shall be deemed to have been properly given
or served by personal delivery or by sending same by overnight courier or by
depositing same in the United States Mail, postpaid and


                                        8



registered or certified, return receipt requested, or as expressly permitted
herein, by telegraph, telecopy, telefax or telex, and addressed as follows:

     If to the Agent or the Banks:

          KeyBank National Association, as Agent
          1200 Abernathy Road, N.E.
          Suite 1550
          Atlanta, Georgia 30328
          Attn: Daniel Silbert
          Telecopy No.: (770) 510-2195

     With a copy to:

          McKenna Long & Aldridge LLP
          5300 SunTrust Plaza
          303 Peachtree Street
          Atlanta, Georgia 30308
          Attn: William F. Timmons, Esq.
          Telecopy No.: (404) 527-4198

     If to the Guarantors:

          c/o Ramco-Gershenson Properties Trust
          Suite 300
          31500 Northwestern Highway
          Farmington Hills, Michigan 48334
          Attn: Chief Financial Officer
          Telecopy No.: (248) 350-9925

     With a copy to:

          Honigman Miller Schwartz & Cohn LLP
          Suite 100
          38500 Woodward Avenue
          Bloomfield Hills, Michigan 48304-5048
          Attn: Alan M. Hurvitz, Esq.
          Telecopy No.: (248) 566-8455

Each Notice shall be effective upon being personally delivered or upon being
sent by overnight courier or upon being deposited in the United States Mail as
aforesaid, or if transmitted by facsimile, upon being sent and confirmation of
receipt. The time period in which a response to such Notice must be given or any
action taken with respect thereto (if any), however, shall commence to run from
the date of receipt if personally delivered or sent by overnight courier, or if
so deposited in the United States Mail, the earlier of three (3) Business Days
following such deposit or the date of receipt as disclosed on the return
receipt, or if sent by facsimile, upon receipt or the next Business Day if
received after 5:00 p.m. (Cleveland time) or on a day that is not a Business
Day. Rejection or other refusal to accept or the inability to deliver because of


                                        9



changed address for which no notice was given shall be deemed to be receipt of
the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the
Guarantors or Agent shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses and each
shall have the right to specify as its address any other address within the
United States of America.

     11.  Waivers.

          (a) EACH GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND
EXEMPTION LAWS.

          (b) IN THE EVENT OF A DEFAULT UNDER THE LOAN AGREEMENT, EACH GUARANTOR
HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE
BY THE AGENT OR THE BANKS OF ANY OF THEIR RIGHTS AND REMEDIES UNDER THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION ANY OF THEIR
RIGHTS TO REPOSSESS ANY COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON ANY COLLATERAL OR OTHER ASSETS OF DEBTOR OR ANY GUARANTOR
WITHOUT PRIOR NOTICE OR HEARING. EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS
GUARANTY.

          (c) EACH GUARANTOR ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR
TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY
WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, ANY OBJECTION BASED ON
FORUM NON CONVENIENS, ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER,
AND WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR
THIS WAIVER, BE REQUIRED OF THE AGENT OR THE BANKS.

     12.  Trust Exculpation.

     Subject to the terms of this Paragraph 12, all persons having a claim
against the Trust (as a Guarantor or general partner of Debtor), hereunder or in
connection with any matter that is the subject hereof, shall look solely to (i)
the Trust's interest and rights in Debtor (as a general partner or limited
partner), (ii) the amount of any Net Offering Proceeds not contributed to the
Debtor, (iii) all accounts receivable, including the amount of any Distributions
received by the Trust from the Debtor and not distributed to shareholders of the
Trust as permitted by the Loan Agreement, (iv) all rights and claims (including
amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term
Investments in an amount in excess of $500,000.00, (vi) any other assets which
the Trust may now own or hereafter acquire with the consent of Agent pursuant to
Section 7.17 of the Unsecured Master Loan Agreement, (vii) all documents and
agreements in favor of the Trust in connection with any of the foregoing, (viii)
all claims and causes of action arising from or otherwise related to any of the
foregoing, and all rights and judgments related to any legal actions in
connection with such claims or causes of action, and (ix) all extensions,
additions, renewals and replacements, substitutions, products or proceeds of


                                       10



any of the foregoing (the "Attachable Assets"), and in no event shall the
obligation of the Trust be enforceable against any shareholder, trustee,
officer, employee or agent of the Trust personally. In no event shall any person
have any claim against: (i) the cash, Short-term Investments of the Trust and
the property described in Schedule 6.29 to the Unsecured Master Loan Agreement,
all under the heading of "Other Permitted Assets", (ii) all documents and
agreements in favor of the Trust in connection with any of the foregoing, (iii)
all claims and causes of action arising from or otherwise related to any of the
foregoing, and all rights and judgments related to any legal actions in
connection with such claims or causes of action, and (iv) all extensions,
additions, renewals and replacements, substitutions, products or proceeds of any
of the foregoing (the "Other Permitted Assets"). The Agent and the Banks have
agreed to the terms of this Paragraph 12 solely based upon the representation
and covenant of Debtor and the Trust that the Trust does not and will not own
any assets other than the Attachable Assets and the Other Permitted Assets.
Notwithstanding anything in this Paragraph 12 to the contrary, the foregoing
limitation on liability and recourse to the Trust (as a Guarantor or general
partner of Debtor) shall be null and void and of no force and effect, and Agent
and the Banks shall have full recourse against the Trust, individually as a
Guarantor and in its capacity as general partner of Debtor, and to all of its
assets (including, without limitation, the Other Permitted Assets) in the event
that the Trust shall now or at any time hereafter own any asset other than or in
addition to the Other Permitted Assets and the Attachable Assets. Nothing herein
shall limit the rights of the Agent and the Banks against the Debtor.

     13.  Release of Guarantors.

     Under certain circumstances described in Section 5.2(b) of the Loan
Agreement, certain Subsidiaries of the Debtor may obtain from the Agent a
written release from this Guaranty pursuant to the provisions of such section,
and upon obtaining such written release, any such Subsidiary shall no longer be
a Guarantor hereunder. Each other Guarantor consents and agrees to any such
release and agrees that no such release shall affect its obligations hereunder.

     14.  Joint and Several Obligations.

     All of the representations, warranties, covenants, obligations and
liabilities of the Guarantors hereunder shall be joint and several.

                            [SIGNATURES ON NEXT PAGE]


                                       11



     IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed
as of the day and year first written above.

                                        TRUST:

                                        RAMCO-GERSHENSON PROPERTIES TRUST,
                                        a Maryland real estate investment trust


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Name: Richard J. Smith
                                        Title: Chief Financial Officer

                                                                          [SEAL]


                                        SUBSIDIARY GUARANTORS:

                                        ROSSFORD DEVELOPMENT LLC,
                                        a Delaware limited liability company

                                        By: Ramco-Gershenson Properties, L.P.,
                                            a Delaware limited partnership,
                                            its Sole Member

                                        By: Ramco-Gershenson Properties Trust,
                                            a Maryland real estate investment
                                            trust, its General Partner


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Name: Richard J.Smith
                                        Its: Chief Financial Officer

                                                                          [SEAL]


                                        RAMCO ROSEVILLE PLAZA LLC,
                                        a Michigan limited liability company

                                        By: Ramco-Gershenson Properties, L.P.,
                                            a Delaware limited partnership,
                                            its Sole Member

                                        By: Ramco-Gershenson Properties
                                            Trust, a Maryland real estate
                                            investment trust, its General
                                            Partner


                                        By: /s/ Richard J. Smith
                                            ------------------------------------
                                        Name: Richard J.Smith
                                        Its: Chief Financial Officer

                                                                          [SEAL]


                                       12

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1




                                                                                      Year ended December 31,
                                                               --------------------------------------------------------------------
                                                                   2005            2004          2003          2002          2001
                                                               ---------------------------------------------------------------------
                                                                                                         
Income Before Minority Interests                                   $21,853        $17,828      $12,491      $ 13,122    $   19,666
   Add:
      Distributed Income of Equity Investees                         1,964            468          656           719           803
      Fixed Charges and Preferred Dividends Excluding
        Capitalized Interest                                        49,342         39,535       31,947        27,724        29,866
      Amortization of Capitalized Interest                             123            136          111            79            53
   Deduct:
      Gain on Sale of Real Estate                                   (1,136)        (2,408)      (1,160)       (2,164)       (5,550)
      Preferred Dividends                                           (6,655)        (4,814)      (2,375)       (1,151)       (3,360)
      Equity in Earnings of Equity Investees                        (2,400)          (180)        (252)         (790)         (813)
                                                               -----------      ---------     --------     ---------    ----------
                                                                   $63,091        $50,565     $ 41,418     $  37,539    $   40,665
                                                               ===========      =========     ========     =========    ==========

Fixed Charges:

   Interest Expense including Amortization of Debt Costs           $42,421        $34,525      $29,432       $26,429       $26,332
   Capitalized Interest                                                741            692          586         1,243           348
   Interest Factor in Rental Expense                                   266            196          140           144           174
                                                               -----------      ---------     --------     ---------    ----------
   Total Fixed Charges
                                                                   $43,428        $35,413      $30,158       $27,816       $26,854
   Preferred Stock Dividends                                         6,655          4,814        2,375         1,151         3,360
                                                               -----------      ---------     --------     ---------    ----------
   Total Fixed Charges and Preferred Dividends
                                                                   $50,083        $40,227     $ 32,533      $ 28,967       $30,214
                                                               ===========      =========     ========     =========    ==========

Ratio of Earnings to Combined Fixed Charges                           1.45           1.43         1.37          1.35          1.51
Ratio of Earnings to Combined Fixed Charges
 and Preferred Dividends                                              1.26           1.26         1.27          1.30          1.35

EX-21.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 21.1



                                  SUBSIDIARIES



            Name                                                                        Jurisdiction
            ------------------------------------------------------------------------    -----------------
                                                                                     

            Ramco/Shenandoah LLC                                                        Delaware
            Ramco/West Acres LLC                                                        Delaware
            S-12 Associates                                                             Michigan
            28th Street Kentwood Associates                                             Michigan
            Beacon Square Development LLC                                               Michigan
            Boca Mission, LLC                                                           Delaware
            Chester Springs SC, L.L.C.                                                  Delaware
            Double Rivers, LLC                                                          North Carolina
            East Town Plaza, LLC                                                        Delaware
            East Town Plaza Holdings Corp.                                              Delaware
            East Town SP, LLC                                                           Delaware
            Linton Delray, LLC                                                          Delaware
            North Lakeland Properties, Inc.                                             Michigan
            North River City Owners Association, Inc.                                   Florida
            Ramco Acquisitions IV, L.L.C.                                               Michigan
            Ramco Auburn Crossroads SPE LLC                                             Delaware
            Ramco Auburn Hills Acquisitions, Inc.                                       Michigan
            Ramco Boca SPC, Inc.                                                        Delaware
            Ramco Canton LLC                                                            Delaware
            Ramco/Coral Creek, LLC                                                      Michigan
            Ramco/Coral Creek Manager, LLC                                              Michigan
            Ramco Cox Creek, LLC                                                        Michigan
            Ramco Crofton Plaza, LLC                                                    Maryland
            Ramco/Crossroads at Royal Palm, LLC                                         Michigan
            Ramco/Crossroads at Royal Palm Manager, LLC                                 Michigan
            Ramco Dearborn LLC                                                          Michigan
            Ramco Delray SPC, Inc.                                                      Delaware
            Ramco Development LLC                                                       Michigan
            Ramco Development II LLC                                                    Delaware
            Ramco Disposition LLC                                                       Michigan
            Ramco Fairlane LLC                                                          Michigan
            Ramco Gaines LLC                                                            Michigan
            Ramco-Gershenson, Inc. and Subsidiary                                       Michigan
            Ramco Hoover Eleven LLC                                                     Michigan
            Ramco Jacksonville Acquisitions, Inc.                                       Michigan
            Ramco Jacksonville LLC                                                      Michigan
            Ramco JW LLC                                                                Delaware
            Ramco JW SPE LLC                                                            Michigan
            Ramco Lakeshore LLC                                                         Delaware
            Ramco Lakeshore Manager, Inc.                                               Michigan
            Ramco Lantana LLC                                                           Michigan
            Ramco Lantana Manager LLC                                                   Michigan
            Ramco Lion LLC                                                              Delaware
            Ramco/Lion LLC                                                              Delaware


                                                                                     
            Ramco/Lion Venture LP                                                       Delaware
            Ramco Madison Center, LLC                                                   Michigan
            Ramco Merchants Square LLC                                                  Delaware
            Ramco Promenade LLC                                                         Delaware
            Ramco Properties Associates Limited Partnership                             Michigan
            Ramco Properties GP, L.L.C.                                                 Michigan
            Ramco River City, Inc.                                                      Michigan
            Ramco Roseville Plaza, LLC                                                  Michigan
            Ramco/Shenandoah LLC                                                        Delaware
            Ramco SPC, Inc                                                              Michigan
            Ramco SPC II, Inc.                                                          Michigan
            Ramco Taylors Sq. LLC                                                       Michigan
            Ramco Virginia Management L.L.C.                                            Michigan
            Ramco Virginia Properties, LLC                                              Michigan
            Ramco/West Acres LLC                                                        Delaware
            Ramco West Oaks I LLC                                                       Delaware
            Ramco West Oaks I SPE, LLC                                                  Michigan
            Ramco/WOII-SM Manager, LLC                                                  Michigan
            Ramco Woodstock LLC                                                         Delaware
            RG Naples, LLC                                                              Michigan
            RLV GP Gratiot Crossing LLC                                                 Delaware
            RLV Gratiot Crossing LP                                                     Delaware
            RLV GP Hunter's Square LLC                                                  Delaware
            RLV GP Hunter's Square LP                                                   Delaware
            RLV GP Marketplace, Inc.                                                    Delaware
            RLV Marketplace LP                                                          Delaware
            RLV GP Martin Square LLC                                                    Delaware
            RLV Martin Square LP                                                        Delaware
            RLV GP Millennium Park LLC                                                  Delaware
            RLV GP Millennium Park LP                                                   Delaware
            RLV GP Oriole Plaza LLC                                                     Delaware
            RLV Oriole Plaza LP                                                         Delaware
            RLV GP Treasure Coast LLC                                                   Delaware
            RLV Treasure Coast LP                                                       Delaware
            RLV GP Troy Marketplace LLC                                                 Delaware
            RLV Troy Marketplace LP                                                     Delaware
            RLV GP Village Plaza LLC                                                    Delaware
            RLV Village Plaza LP                                                        Delaware
            RLV GP Vista Plaza LLC                                                      Delaware
            RLV Vista Plaza LP                                                          Delaware
            RLV GP West Broward LLC                                                     Delaware
            RLV West Broward LP                                                         Delaware
            RLV GP Winchester Center LLC                                                Delaware
            RLV Winchester Center LP                                                    Delaware
            Rossford Development LLC                                                    Delaware
            RPT/INVEST, LLC                                                             Delaware
            RPT/INVEST II, LLC                                                          Delaware
            Signal Hill, L.L.C.                                                         North Carolina
            Stonegate Acquisition LLC                                                   Michigan

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our reports dated March 6, 2006, accompanying the consolidated
financial statements, schedules and management's assessment of the effectiveness
of internal control over financial reporting included in the Annual Report of
Ramco-Gershenson Properties Trust and subsidiaries on Form 10-K for the year
ended December 31, 2005. We hereby consent to the incorporation by reference of
said reports in the Registration Statements of Ramco-Gershenson Properties Trust
and subsidiaries on Forms S-3 (File Nos. 333-99345, 333-113948) and Forms S-8
(File Nos. 333-66409, 333-42509 and 333-121008).


/s/ Grant Thornton LLP

Detroit, Michigan
March 6, 2006

EX-23.2

                                                                    EXHIBIT 23.2








CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the following registration
statements of our report dated March 25, 2005 (March 6, 2006, as to the effects
of the discontinued operations described in Note 3), relating to the
consolidated financial statements of Ramco-Gershenson Properties Trust as of
December 31, 2004 and for each of the two years then ended appearing in the
Annual Report on Form 10-K of Ramco-Gershenson Properties Trust for the year
ended December 31, 2005:



                                                     REGISTRATION
                                                      STATEMENT
                                 FORM                   NUMBER

                                                  
                               Form S-3                333-99345
                               Form S-3               333-113948
                               Form S-8                333-66409
                               Form S-8                333-42509
                               Form S-8               333-121008





s/  DELOITTE & TOUCHE LLP

Detroit, Michigan
March 6, 2006

EX-31.1

                                                                    EXHIBIT 31.1


                                 CERTIFICATIONS

I, Dennis E. Gershenson, certify that:

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

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

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual 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 15(d)-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

         a)    designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this annual report is being prepared;

         b)    designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

         c)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures as of the end of the period covered by this report
               based upon such evaluation; and

         d)    disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's fourth 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:  March 6, 2006       /s/ Dennis E. Gershenson
                           Dennis E. Gershenson
                           President and Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2


                                 CERTIFICATIONS

I, Richard J. Smith, certify that:

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

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

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual 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 15(d)-15(e)) for the
         registrant and have:


                a)  designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    annual report is being prepared;

                b)  designed such internal control over financial reporting, or
                    caused such internal control over financial reporting to be
                    designed under our supervision, to provide reasonable
                    assurance regarding the reliability of financial reporting
                    and the preparation of financial statements for external
                    purposes in accordance with generally accepted accounting
                    principles;

                c)  evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures as of the end of the period covered
                    by this report based upon such evaluation; and

                d)  disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's fourth 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:  March 6, 2006                    /s/  Richard J. Smith
                                        Richard J. Smith
                                        Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1


                            CERTIFICATION 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 Annual Report of Ramco-Gershenson Properties Trust (the
"Company"), on Form 10-K for the period ended December 31, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Dennis E. Gershenson, President and Chief Executive Officer of the Company
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act, that:

     1.  The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     2.  The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


/s/ Dennis E. Gershenson
Dennis E. Gershenson
President and Chief Executive Officer
March 6, 2006

EX-32.2

                                                                    EXHIBIT 32.2


                            CERTIFICATION 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 Annual Report of Ramco-Gershenson Properties Trust (the
"Company"), on Form 10-K for the period ended December 31, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Richard J. Smith, Chief Financial Officer of the Company certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act, that:

     1.  The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     2.  The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


/s/ Richard J. Smith
- --------------------
Richard J. Smith
Chief Financial Officer
March  6, 2006