<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
- --- OF 1934
For the quarterly period ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
- --- 1934
For the transition period from to
------------- -------------
Commission file number 1-10093
RAMCO-GERSHENSON PROPERTIES TRUST
---------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
MASSACHUSETTS 13-6908486
- ------------- ----------
<S> <C>
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034
- ----------------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
</TABLE>
248-350-9900
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares of beneficial interest ($.10 par value) of the Registrant
outstanding as of June 30, 1997: 7,123,105.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page No.
--------------------- --------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1997 (unaudited) and December 31, 1996 .............. 3
Consolidated Statements of Operations (unaudited) - Three Months Ended and Six Months Ended
June 30, 1997 and 1996 .................................................................. 4
Consolidated Statement of Shareholders' Equity (unaudited) - Six Months Ended
June 30, 1997 ........................................................................... 5
Consolidated Statements of Cash Flows (unaudited) - Six Months Ended
June 30, 1997 and 1996 .................................................................. 6
Notes to Consolidated Financial Statements (unaudited) ..................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................................... 12
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ........................................ 19
Item 6. Exhibits and Reports on Form 8-K ........................................................... 19
The Company did not file any reports on Form 8-K for the quarter ended June 30, 1997.
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Real estate, net (Note 2)............................................. $317,131 $307,752
Accounts receivable, net.............................................. 4,544 3,901
Other assets, net (Note 3)............................................ 4,338 2,389
Equity investments in unconsolidated entities (Note 6)................ 5,115 5,271
Cash and cash equivalents............................................. 2,966 3,541
-------- --------
TOTAL............................................................... $334,094 $322,854
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgages and notes payable (Note 4).................................. $156,453 $143,410
Distributions payable................................................. 4,070 4,108
Accounts payable and accrued expenses................................. 11,106 9,712
Due to related entities............................................... 1,200 1,053
-------- --------
TOTAL LIABILITIES................................................... 172,829 158,283
COMMITMENTS AND CONTINGENCIES (Note 8)..................................
MINORITY INTEREST....................................................... 42,789 44,706
SHAREHOLDERS' EQUITY.................................................... 118,476 119,865
-------- --------
TOTAL................................................................. $334,094 $322,854
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For The Three For The Six
Months Ended Months Ended
June 30, June 30,
1997 1996 (*) 1997 1996 (*)
------- ------- -------- -------
<S> <C> <C> <C> <C>
REVENUES
Minimum rents............................................... $ 9,032 $5,790 $ 17,916 $ 7,254
Percentage rents............................................ 416 250 782 646
Recoveries from tenants..................................... 4,202 3,012 8,596 3,497
Interest and other income................................... 281 625 456 2,541
------- ------- --------- -------
TOTAL REVENUES............................................ 13,931 9,677 27,750 13,938
------- ------- --------- -------
EXPENSES
Real estate taxes........................................... 1,512 831 3,009 1,159
Recoverable operating expenses.............................. 2,635 2,197 5,474 2,599
Depreciation and amortization............................... 1,892 1,207 3,693 1,464
Other operating............................................. 287 234 543 234
General and administrative.................................. 1,297 1,313 2,475 2,395
Interest expense............................................ 3,142 1,740 6,112 1,740
Spin-off and other expenses................................. - 6,276 - 7,934
------- ------- --------- -------
TOTAL EXPENSES............................................ 10,765 13,798 21,306 17,525
------- ------- --------- -------
OPERATING INCOME (LOSS)....................................... 3,166 (4,121) 6,444 (3,587)
LOSS FROM UNCONSOLIDATED ENTITIES (Note 6).................... 67 91 155 91
------- ------- --------- -------
INCOME (LOSS) BEFORE MINORITY INTEREST........................ 3,099 (4,212) 6,289 (3,678)
MINORITY INTEREST............................................. 848 481 1,694 481
------- ------- --------- -------
NET INCOME (LOSS)............................................. $ 2,251 $(4,693) $ 4,595 $(4,159)
======= ======= ========= =======
NET INCOME (LOSS) PER SHARE................................... $ 0.32 $ (0.66) $ 0.65 $ (0.58)
======= ======= ========= =======
WEIGHTED AVERAGE SHARES OUTSTANDING........................... 7,123 7,123 7,123 7,123
======= ======= ========= =======
</TABLE>
See notes to consolidated financial statements.
*The 1996 historical results consist of the operations of RPS Realty Trust
prior to the Spin-off Transaction and the Ramco Acquisition which were
effective on May 1, 1996.
4
<PAGE> 5
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Shares of
Beneficial Interest Additional Cumulative Total
------------------- Paid-In Earnings/ Shareholders'
Number Amount Capital Distributions Equity
------ ------ ------- ------------- ------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996.......................... 7,123 $712 $149,872 ($30,719) $119,865
Cash distributions declared .......................... (5,984) (5,984)
Net income for the six months ended
June 30, 1997....................................... 4,595 4,595
----- ---- -------- -------- --------
BALANCE AT JUNE 30, 1997.............................. 7,123 $712 $149,872 ($32,108) $118,476
===== ==== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For The Six Months
Ended June 30,
-------------------
1997 1996*
---- -----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS).................................................. $ 4,595 $(4,159)
Adjustments to reconcile net income (loss) to net cash flows
provided by operating activities:
Provisions for possible loan losses................................ 129
Write-off of deferred acquisition expenses......................... 2,154
Loss on disposal of REMIC's........................................ 91
Depreciation and Amortization...................................... 3,693 1,464
Loss from unconsolidated entities.................................. 155 91
Minority Interest.................................................. 1,694 481
Changes in assets and liabilities that provided (used) cash:
Interest and accounts receivable................................. (643) 5,000
Other assets..................................................... (2,127) (966)
Accounts payable and accrued expenses............................ 1,394 2,770
-------- --------
Total adjustments.................................................. 4,166 11,214
-------- --------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES.......................... 8,761 7,055
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Satisfaction of Mortgage Loans Receivable.......................... (3,417)
Amortization of REMIC's............................................ 1,100
Proceeds from REMIC's.............................................. 56,908
Real estate acquired............................................... (12,894) (1,574)
-------- --------
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES................ (12,894) 53,017
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to shareholders................................. (5,984) (4,559)
Cash distribution to operating partnership unit holders............ (2,232)
Purchase of operating partnership units............................ (1,416)
Principal repayments on debt....................................... (926) (70,050)
Net advances from affiliated entities.............................. 147 (3,812)
Borrowings on notes payable - net.................................. 13,969 9,906
-------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES................ 3,558 (68,515)
-------- --------
NET (DECREASE) IN CASH AND EQUIVALENTS............................... (575) (8,443)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD....................... 3,541 11,467
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................. $ 2,966 $ 3,024
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - CASH
PAID FOR INTEREST DURING THE PERIOD................................ $ 5,608 $ 1,106
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued distributions payable...................................... $ 4,070 $ 2,738
======== ========
</TABLE>
See notes to consolidated financial statements.
*The 1996 historical results consist of the operations of RPS Realty
Trust prior to the Spin-off Transaction and the Ramco Acquisition which were
effective on May 1, 1996.
6
<PAGE> 7
RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, except per Unit amounts)
(Unaudited)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accompanying interim financial statements and
related notes of the Company are unaudited; however, they have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting, the instructions to Form 10-Q and the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared under
generally accepted accounting principles have been condensed or omitted
pursuant to such rules. The unaudited interim financial statements should be
read in conjunction with the audited financial statements and related notes
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of the
financial statements for the interim periods have been made. The results for
interim periods are not necessarily indicative of the results for a full year.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS - In February 1997, the FASB issued
SFAS No. 128, "Earnings per Share." This statement establishes standards for
computing and presenting earnings per share ("EPS") and applies to all entities
with publicly-held common shares or potential common shares. This Statement
replaces the presentation of primary EPS and fully diluted EPS with a
presentation of basic EPS and diluted EPS, respectively. Basic EPS excludes
dilution and is computed by dividing earnings available to common shareholders
by the weighted-average number of common shares outstanding for the period.
Similar to fully diluted EPS, diluted EPS reflects the potential dilution of
securities that could share in the earnings. This statement is not expected to
have a material effect on the Company's reported EPS amounts. The Statement is
effective for the Company's financial statements for the year ending December
31, 1997.
MINORITY INTEREST - Minority Interest represents the Ramco Group's interest as
a limited partner in the Operating Partnership. Such interest is held in the
form of Operating Partnership Units ("Units") which are exchangeable on an
equivalent basis with the beneficial shares of the Company. During the three
month period ended June 30, 1997, the Operating Partnership redeemed 88,530
Operating Partnership Units at $16.00 per Unit. This redemption reduced the
minority interest from approximately 27% to 26.5%.
ACQUISITIONS - On May 28, 1997, the Company acquired the Madison Center,
("Madison Acquisition") a 186,094 square foot shopping center in Madison
Heights, Michigan. The center was acquired for approximately $7,400. The
acquisition has been accounted for using the purchase method of accounting. The
purchase price was allocated to the assets acquired based upon their estimated
fair market value.
RECLASSIFICATIONS - Certain reclassifications have been made to the 1996
financial statements in order to conform with the 1997 presentation.
2. REAL ESTATE
The Company's real estate at June 30, 1997, and December 31, 1996, consists of
the following:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
<S> <C> <C>
Land $ 42,798 $ 42,051
Buildings and Improvements 283,687 271,174
Construction-in-progress 1,263 1,629
-------- --------
Sub Total 327,748 314,854
Less: Accumulated Depreciation (10,617) (7,102)
-------- --------
Total Investment in Real Estate - net $317,131 $307,752
======== ========
</TABLE>
7
<PAGE> 8
3. OTHER ASSETS
Other assets at June 30, 1997, and December 31, 1996, are as follows:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
<S> <C> <C>
Leasing costs $2,736 $1,868
Deferred financing costs 526 471
Proposed development costs 666 205
Deferred tenant revenue 611 -
Other 286 77
------ ------
Sub Total 4,825 2,621
Less: Accumulated Amortization (487) (232)
------ ------
Total Other Assets - net $4,338 $2,389
====== ======
</TABLE>
4. MORTGAGES AND NOTES PAYABLE
Mortgages and notes payable at June 30, 1997, consist of the following:
<TABLE>
<S> <C>
Fixed rate mortgages with interest rates ranging
from 7.8% to 8.75% due at various dates through 2006 $ 98,653
Floating rate mortgage at 75% of the rate of
long-term Capital A rated utility bonds due January 1, 2010 plus
supplemental interest to equal LIBOR plus 200 basis points (7.02% at
June 30, 1997) 7,000
Credit Facility, with borrowings at either LIBOR plus 175 basis points,
or the bank's base rate (8.5% at June 30, 1997), due May 1999,
maximum borrowings of $56,000 50,800
--------
$156,453
========
</TABLE>
The mortgage notes are secured by mortgages on properties that have an
approximate net book value of $138,361 as of June 30, 1997. The Credit Facility
is secured by mortgages on various properties that have an approximate net book
value of $115,989 as of June 30, 1997.
During May and June, 1997, the Company modified its $50,000 credit facility to
provide for an increase in the borrowings available under the credit facility
to $75,000. As of June 30,1997, $56,000 of the credit facility was available
for borrowing, of which $50,800 was outstanding. The remaining $19,000
commitment was subject to one or more banks acquiring the
remaining available commitment. In July 1997, two additional banks entered
the bank group and the $75,000 credit facility was closed.
The Credit Facility contains financial covenants relating to debt to market
capitalization, minimum operating coverage ratios, and a minimum equity value.
As of June 30, 1997 the Company was in compliance with the covenant terms.
The following table presents scheduled principal payments on mortgages and
notes payable as of June 30, 1997:
<TABLE>
<CAPTION>
Year ended December 31,
<S> <C>
1997 (July 1 - December 31) $ 948
1998 3,799
1999 52,826
2000 2,130
2001 2,243
Thereafter 94,507
--------
Total $156,453
========
</TABLE>
8
<PAGE> 9
5. LEASES
The Company is engaged in the operation of shopping center and retail
properties and leases space to tenants and certain anchors pursuant to lease
agreements. The lease agreements provide for initial terms ranging from 3 to 30
years and, in some cases, for annual rentals which are subject to upward
adjustment based on operating expense levels and sales volume.
Approximate future minimum rentals under noncancelable operating leases in
effect at June 30, 1997, assuming no new or renegotiated leases nor option
extensions on lease agreements, are as follows:
<TABLE>
<CAPTION>
Year ended December 31,
<S> <C>
1997 (July 1 - December 31) $ 17,266
1998 31,709
1999 28,649
2000 25,230
2001 22,449
Thereafter 172,953
--------
Total $298,256
========
</TABLE>
6. UNCONSOLIDATED ENTITIES
Condensed financial statement information of Ramco, Kentwood and Southfield
Plaza Expansion as of June 30, 1997 and for the six months ended June 30, 1997
is presented as follows:
<TABLE>
<CAPTION>
Southfield
Ramco Kentwood Plaza Total
----- -------- ---- ----
<S> <C> <C> <C> <C>
ASSETS
Net Real Estate Assets........................................ $ 1,912 $ 570 $ 2,482
Other Assets.................................................. $ 4,728 568 90 5,386
------- --------- -------- -----------
Total Assets................................................ $ 4,728 $ 2,480 $ 660 $ 7,868
======= ========= ======== ===========
LIABILITIES
Mortgage Notes Payable........................................ $ 11,001 $ 1,613 $ 12,614
Other Liabilities............................................. $ 1,195 249 41 1,485
------- --------- -------- -----------
Total Liabilities........................................... 1,195 11,250 1,654 14,099
------- --------- -------- -----------
OWNERS' EQUITY (DEFICIT)........................................ 3,533 (8,770) (994) (6,231)
------- --------- -------- -----------
Total Liabilities and Owners' Equity (Deficit)................ $ 4,728 $ 2,480 $ 660 $ 7,868
======= ========= ======== ===========
Company's Equity Investments in Unconsolidated Entities......... $ 3,700 $ 884 $ 531 $ 5,115
======= ========= ======== ===========
REVENUES
Management Fees............................................... $ 514 $ 514
Leasing and Development Fees.................................. 127 127
Property Revenues............................................. $ 1,080 $ 124 1,204
Other Revenues................................................ 312 312
Leasing/Development Cost Reimbursements....................... 595 - - 595
------- --------- -------- -----------
Total Revenues.............................................. 1,548 1,080 124 2,752
------- --------- -------- -----------
EXPENSES
Employee Expenses............................................. 1,998 1,998
Office and Other Expenses..................................... 618 618
Property Expenses............................................. 897 97 994
Depreciation and Amortization................................. 123 - - 123
------- --------- -------- -----------
Total Expenses.............................................. 2,739 897 97 3,733
------- --------- -------- -----------
Excess Revenues Over Expenses................................... (1,191) 183 27 (981)
Cost Reimbursement From Operating Partnership................... 1,191 - - 1,191
------- --------- -------- -----------
Income.......................................................... $ 0 $ 183 $ 27 $ 210
======= ========= ======== ===========
Company's Share of Income....................................... $ 0 $ 92 $ 13 $ 105
======= ========= ======== ===========
</TABLE>
9
<PAGE> 10
The Company's share of the unconsolidated entities' income of $105 for the six
months ended June 30, 1997 was reduced by $260 which represents depreciation
and amortization adjustments arising from the Company's net basis adjustments
in the unconsolidated entities' assets. These adjustments result in a net loss
of $155 from unconsolidated entities.
7. PRO FORMA FINANCIAL INFORMATION
The following pro forma consolidated statements of operations have been
presented as if (i) the Ramco Acquisition, the Property Acquisitions, and the
spin-off of Atlantic had occurred on January 1, 1996, and (ii) the Company had
qualified as a REIT, distributed all of its taxable income and, therefore had
incurred no tax expense during the periods. In management's opinion, all
adjustments necessary to reflect the Ramco Acquisition, the Property
Acquisitions and the spin-off of Atlantic have been made. The pro forma
consolidated statements of operations are not necessarily indicative of what
the actual results of operations of the Company would have been had such
transactions actually occurred as of January 1, 1996, nor do they purport to
represent the results of the Company for future periods.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-----------------------------------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
Actual Pro forma Actual Pro forma
<S> <C> <C> <C> <C>
REVENUES
Minimum rents............................. $ 9,032 $ 8,616 $17,916 $17,112
Percentage rent........................... 416 275 782 527
Recoveries from tenants................... 4,202 4,266 8,596 8,551
Interest and other income................. 281 141 456 228
--------- -------- --------- ---------
TOTAL REVENUES............................ 13,931 13,298 27,750 26,418
EXPENSES
Real estate taxes......................... 1,512 1,416 3,009 2,868
Recoverable operating expenses............ 2,635 2,801 5,474 5,585
Depreciation and amortization............. 1,892 1,678 3,693 3,356
Other operating........................... 287 263 543 494
General and administrative................ 1,297 1,117 2,475 2,198
Interest expense.......................... 3,142 2,837 6,112 5,675
Spin-off and other expenses............... 6,276 7,934
--------- -------- --------- ---------
TOTAL EXPENSES............................ 10,765 16,388 21,306 28,110
--------- -------- --------- ---------
OPERATING INCOME (LOSS).................... 3,166 (3,090) 6,444 (1,692)
LOSS FROM UNCONSOLIDATED ENTITIES.......... 67 159 155 190
--------- -------- --------- ---------
INCOME (LOSS) BEFORE MINORITY INTEREST 3,099 (3,249) 6,289 (1,882)
MINORITY INTEREST.......................... 848 798 1,694 1,554
--------- -------- --------- ---------
NET INCOME (LOSS).......................... $ 2,251 $(4,047) $ 4,595 $(3,436)
========= ======== ========= =========
EARNINGS (LOSS) PER SHARE.................. $ 0.32 $ (0.57) $ 0.65 $ (0.48)
========= ======== ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING................. 7,123 7,123 7,123 7,123
========= ======== ========= =========
</TABLE>
10
<PAGE> 11
8. COMMITMENTS AND CONTINGENCIES
Substantially all of the properties have been subjected to Phase I
environmental audits. Such audits have not revealed nor is management aware of
any environmental liability that management believes would have a material
adverse impact on the Company's financial position or results of operations.
Management is unaware of any instances in which it would incur significant
environmental costs if any or all properties were sold, disposed of or
abandoned.
During the third quarter of 1994, the Company held more than 25% of the value
of its gross assets in overnight Treasury Bill reverse repurchase transactions,
which the United States Internal Revenue Service (the "IRS") may view as
non-qualifying assets for the purpose of satisfying an asset qualification test
applicable to REIT's, based on a Revenue Ruling published in 1977 (the "Asset
Issue"). The Company has requested that the IRS enter into a closing agreement
with the Company so that the Asset Issue will not impact the Company's status
as a REIT. The IRS has deferred any action relating to the Asset Issue pending
further examination of the Company's 1991-1994 tax returns. Based on
developments in the law which occurred since 1977, the Company's legal counsel
has rendered an opinion that the Company's investment in Treasury Bill reverse
repurchase obligations would not adversely affect its REIT status. However,
such opinion is not binding upon the IRS. In connection with the spin-off of
Atlantic, Atlantic has assumed all tax liability arising out of the Asset Issue
and the IRS audit of the Company's 1991-1994 tax returns. In connection with
the assumption of such potential liabilities, Atlantic and the Company have
entered into a tax agreement which provides that the Company (under the
direction of its Continuing Trustees), and not Atlantic, will control, conduct
and effect the settlement of any tax claims against the Company relating to the
Asset Issue. Accordingly, Atlantic will not have any control as to the timing
of the resolution or disposition of any such claims. No assurance can be given
that the resolution or disposition of any such claim will be on terms or
conditions favorable to the Company. The Company and Atlantic also received an
opinion from legal counsel that, to the extent there is a deficiency in the
Company's taxable income arising out of the IRS examination and provided the
Company makes a deficiency dividend (i.e., declares and pays a distribution
which is permitted to relate back to the year for which each deficiency was
determined to satisfy the requirement that the REIT distribute 95 percent of
its taxable income), the classification of the Company as a REIT for the
taxable years under examination would not be affected. If notwithstanding the
above-described opinions of legal counsel, the IRS successfully challenged the
status of the Company as a REIT, its status could be adversely affected.
9. STOCK OPTION PLANS
On June 10, 1997, the Company's shareholders approved the
establishment of the Ramco-Gershenson Properties Trust 1997 Non-Employee Trustee
Stock Option Plan (the "Plan"). Under the Plan, 100,000 shares are reserved for
issuance pursuant to options to be granted to the Trustees of the Company who
are not officers or employees of the Company.
The purpose of the Plan is to provide Trustees of the Company with an
increased incentive to make contributions to the long term performance and
growth of the Company, to join the interests of the Trustees with the interests
of the Company's shareholders, and to facilitate attracting qualified
independent trustees. Options granted under the Plan allow for the purchase of
shares of the Company at the fair market value of the shares at the date of
grant. Options granted under the Plan vest and become exercisable in equal
installments on each of the first two anniversaries of the date of grant and
expire ten years after the date of grant. As of June 30, 1997 there were 14,000
options granted pursuant to the Plan.
10. SUBSEQUENT EVENTS
On July 30, 1997, the Company acquired Pelican Plaza, ("Pelican Acquisition") a
106,141 square foot community shopping center/office development in Sarasota,
Florida. The center was acquired for approximately $7,200.
In July 1997, the Company executed an interest rate protection agreement to
limit the Company's exposure to increases in interest rates on floating rate
debt. The notional amount of the agreement was $75,000. The agreement caps
the Company's interest rate on $75,000 of floating rate debt to 8.50%, through
May 1, 1999, with a floor of 7.25%.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in Thousands, except per Share and per Unit amounts)
OVERVIEW
The following discussion and analysis of the financial condition and results of
operations should be read in conjunction with the Consolidated Financial
Statements of the Company, including the respective notes thereto which are
included in this Form 10-Q.
CAPITAL RESOURCES AND LIQUIDITY
The Company's mortgage debt consists of debt on certain shopping centers as
well as on two properties in which the Operating Partnership owns an interest
and are accounted for on the equity method of accounting. At June 30, 1997 the
Company's portion of mortgages attributable to properties 100% owned is
$156,453, with a weighted average interest rate of 8.29% and its pro rata share
of non-recourse mortgage debt on unconsolidated properties (accounted for on
the equity method) was $6,307 with a weighted average interest rate of 9.14%.
The mortgage debt consists of six loans secured by various properties, two
loans secured by the unconsolidated properties, and the Credit Facility which
is secured by various properties. Five of the mortgage loans amounting to
$98,653 have maturities ranging from 1998 to 2006, monthly payments which
include regularly scheduled amortization, and have fixed interest rates ranging
between 7.8% to 8.75%. One of the mortgage loans, evidenced by tax free bonds,
amounting to $7,000 secured by Oak Brook Square Shopping Center is
non-amortizing, matures in 2010, and carries a floating interest rate equal to
75% of the new issue long-term Capital A rated utility bonds, plus interest to
the lender sufficient to cause the lender's overall yield on its investment in
the bonds to be equal to 200 basis points over their applicable LIBOR rate,
(7.02% at June 30, 1997).
During May and June, 1997, the Company modified its $50,000 credit facility to
provide for an increase in the borrowings available under the credit facility to
$75,000. As of June 30, 1997, $56,000 of the credit facility was available for
borrowing, of which $50,800 was outstanding. The remaining $19,000 commitment
was subject to one or more banks acquiring the remaining available commitment.
In July 1997, two additional banks entered the bank group and the full $75,000
credit facility was closed. The Credit Facility, bears interest at 175 basis
points over LIBOR, or the bank's base rate (8.5% at June 30,1997), and matures
on May 6, 1999. The Credit Facility is secured by mortgages on various
properties and contains financial covenants relating to debt-to-market
capitalization, minimum operating coverage ratios and a minimum equity value.
The Company used proceeds from borrowings under the Credit Facility to pay for
the acquisition of Madison Center and for other capital expenditures. During
May 1997, the Company acquired the Madison Center, in Madison Heights,
Michigan, an approximately 186,000 square foot community shopping center, for
approximately $7,400.
The Company's current capital structure includes property specific mortgages,
the Credit Facility, shares of beneficial interest and a minority interest in
the Operating Partnership. At March 31, 1997 the minority interest represented
the approximately 27% ownership in the Operating Partnership held by the Ramco
Group. On April 1, 1997, the Operating Partnership redeemed 88,530 Units at
$16.00 per Unit. The redemption reduced the minority interest from
approximately 27% to approximately 26.5%. Currently, the minority interest in
the Operating Partnership represents 26.5% ownership of units of interest in the
Operating Partnership ("Units") held by the Ramco Group which may, under certain
conditions, be exchanged for approximately 2,568,143 shares of beneficial
interest.
The Units owned by the Ramco Group are subject to lock-up agreements which
provide that the Units cannot be transferred, except under certain conditions,
for a period of one year after the closing of the Ramco Acquisition
for those Units owned by holders other than the Ramco Principals, and for a
period of 30 months after the closing of the Ramco Acquisition for those Units
owned by the Ramco Principals. In addition, the Units issued to the Ramco
Group will be exchangeable for shares of the Company on a one-for-one basis.
The Company, as sole general partner of the Operating Partnership, will have
the option to exchange such Units for cash based on the current trading price
of the Shares. Assuming the exchange of all limited partnership interests in
the Operating Partnership, there would be outstanding approximately 9,691,248
shares of beneficial interest with a market value of approximately $170,808 at
June 30, 1997 (based on the closing price of $17.625 per share on June 30,
1997).
The principal uses of the Company's liquidity and capital resources are
for acquisitions, development, including expansion and renovation programs, and
debt repayment. To maintain its qualification as a real estate investment
trust under the Internal Revenue Code of 1986, as amended (the "Code"), the
Company is required to distribute to its shareholders at least 95% of its
"Real Estate Investment Trust Taxable Income" as defined in the Code.
12
<PAGE> 13
Variable rate debt accounted for $57,800 of outstanding debt with a weighted
average interest rate of 8.32% at June 30, 1997. Variable rate debt accounted
for approximately 36.9% of the Company's total debt and 17.7% of its total
market capitalization (debt plus market value equity).
In July 1997, the Company executed an interest rate protection agreement to
limit the Company's exposure to increases in interest rates on floating rate
debt. The notional amount of the agreement was $75,000. The agreement caps
the Company's interest rate on $75,000 of floating rate debt to 8.50%, through
May 1, 1999, with a floor of 7.25%.
In July 1997, the Company used proceeds from borrowings under the Credit
Facility to pay for the acquisition of Pelican Plaza. Pelican Plaza, a 106,141
square foot community shopping center/office development in Sarasota, Florida,
was purchased for approximately $7,200.
Based on the debt and the market value of equity described above, the Company's
debt to total market capitalization ratio was 47.8% at June 30, 1997.
The Company anticipates that the combination of the availability under the
Credit Facility, potential new borrowings relative to the acquired properties
and development properties, construction loans and potential equity offerings,
will provide adequate liquidity for the foreseeable future to fund future
acquisitions, developments, expansions, repositionings, and to continue its
currently planned capital programs and to make distributions to its
shareholders in accordance with the Code's requirements applicable to REIT's.
Although the Company believes that the combination of factors discussed above
will provide sufficient liquidity, no such assurance can be given that the
Company will have adequate liquidity to meets its needs.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30, 1996.
Total revenues for the six months ended June 30, 1997 increased by 99.1%, or
$13,812, to $27,750 as compared to $13,938 for the six months ended June 30,
1996. The increase was a result of a $10,662 increase in minimum rents, a $136
increase in percentage rents, a $5,099 increase in recoveries from tenants and
a $2,085 decrease in interest and other income.
Minimum rents increased 147.0%, or $10,662, to $17,916 for the six months ended
June 30, 1997 as compared to $7,254 for the six months ended June 30, 1996.
Recoveries from tenants increased 145.8%, or $5,099, to $8,596 as compared to
$3,497 for the six months ended June 30, 1996. These increases are primarily
attributable to the acquisition of the Ramco properties effective May 1, 1996,
and the acquisitions of the Taylor, Lakeland, Holcomb, and Madison shopping
centers effective August 14, 1996, November 22, 1996, December 13, 1996, and
May 28, 1997, respectively. The operating results for the six months ended
June 30, 1997 included the impact of the acquisition of the Ramco properties
and the other shopping centers for the full six months in 1997, except for
Madison, while the results for the six months ended June 30, 1996 include the
results of the Ramco properties for only two months and do not include any
impact for any of the subsequent acquisitions. In addition, two properties
which were part of the Company's portfolio during the six months ended June 30,
1996 were spun-off to Atlantic Realty Trust effective May 1, 1996.
Interest and other income decreased 82.1%, or $2,085, to $456 as compared to
$2,541 for the six months ended June 30, 1996 due primarily to the spin-off of
the Company's mortgage loan portfolio to Atlantic Realty Trust effective May 1,
1996.
Total expenses for the six months ended June 30, 1997 increased by 21.6%, or
$3,781, to $21,306 as compared to $17,525 for the six months ended June 30,
1996. The increase was due to a $4,725 increase in total recoverable expenses,
including real estate taxes and recoverable operating expenses, a $2,229
increase in depreciation and amortization, a $309 increase in other operating
expenses, a $80 increase in general and administrative expenses, a $4,372
increase in interest expense offset by $7,934 decrease in spin-off and other
expenses.
Total recoverable expenses, including real estate taxes and recoverable
operating expenses, increased by 125.7%, or $4,725, to $8,483 as compared to
$3,758 for the six months ended June 30, 1996, depreciation and amortization
increased by 152.3%, or $2,229, to $3,693 as compared to $1,464 for the six
months ended June 30, 1996, and other operating expenses for the six months
ended June 30, 1997 were $543 as compared to $234 for the six months ended June
30, 1996. General and administrative expenses increased 3.3%, or $80, to
$2,475 as compared to $2,395 for the six months ended June 30, 1996. The
increase in recoverable expenses of $4,725 and depreciation and amortization of
$2,229, are due to the acquisition of the Ramco properties and the other
property acquisitions, offset in part by the decrease related to the May 1,
1996 spin-off of two former RPS properties.
13
<PAGE> 14
Interest expense for the six months ended June 30, 1997 was $6,112 compared to
$1,740 for the six months ended June 30, 1996 due to the effect of the debt
assumed in connection with the Ramco acquisition effective May 1, 1996, and
additional borrowings for subsequent acquisitions and development cost
reimbursements.
For the six months ended June 30, 1996, the Company incurred $7,934 of spin-off
and other expenses for which there were no corresponding expenses for the six
months ended June 30, 1997.
The loss from unconsolidated entities of $155 for the six months ended June 30,
1997 as compared to $91 for the six months ended June 30, 1996 is due to the
impact of the Ramco acquisition on May 1, 1996.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 TO THREE MONTHS ENDED JUNE 30,
1996.
Total revenues for the three months ended June 30, 1997 increased by 44%, or
$4,254, to $13,931 as compared to $9,677 for the three months ended June 30,
1996. The increase was a result of a $3,242 increase in minimum rents, a $166
increase in percentage rents, a $1,190 increase in recoveries from tenants and
a $344 decrease in interest and other income.
Minimum rents increased 56.0%, or $3,242, to $9,032 for the three months ended
June 30, 1997 as compared to $5,790 for the three months ended June 30, 1996.
Recoveries from tenants increased 39.5%, or $1,190, to $4,202 as compared to
$3,012 for the three months ended June 30, 1996. These increases are primarily
attributable to the acquisition of the Ramco properties effective May 1, 1996,
and the acquisitions of the Taylor, Lakeland, Holcomb, and Madison shopping
centers effective August 14, 1996, November 22, 1996, December 13, 1996, and
May 28, 1997, respectively. The operating results for the three months ended
June 30, 1997 included the impact of the acquisition of the Ramco properties
and the other shopping centers for the full three months in 1997, except for
Madison, while the results for the three months ended June 30, 1996 include the
results of the Ramco properties for only two months and do not include any
impact for any of the subsequent acquisitions. In addition, two properties
which were part of the Company's portfolio during the three months ended June
30, 1996 were spun-off to Atlantic Realty Trust effective May 1, 1996.
Interest and other income decreased 55.0%, or $344, to $281 as compared to $625
for the three months ended June 30, 1996 due primarily to the spin-off of the
Company's mortgage loan portfolio to Atlantic Realty Trust effective May 1,
1996.
Total expenses for the three months ended June 30, 1997 decreased by 22.0%, or
$3,033, to $10,765 as compared to $13,798 for the three months ended June 30,
1996. The increase was due to a $1,119 increase in total recoverable expenses,
including real estate taxes and recoverable operating expenses, a $685 increase
in depreciation and amortization, a $53 increase in other operating expenses, a
$16 decrease in general and administrative expenses, a $1,402 increase in
interest expense and a $6,276 decrease in spin-off and other expenses.
Total recoverable expenses, including real estate taxes and recoverable
operating expenses, increased by 37.0%, or $1,119, to $4,147 as compared to
$3,028 for the three months ended June 30, 1996, depreciation and amortization
increased by 56.8%, or $685, to $1,892 as compared to $1,207 for the three
months ended June 30, 1996, and other operating expenses for the three months
ended June 30, 1997 increased by 22.7%, or $53, to $287 as compared to $234 for
the three months ended June 30, 1996. General and administrative expenses
decreased 1.2 %, or $16, to $1,297 as compared to $1,313 for the three months
ended June 30, 1996. The increase in recoverable expenses of $1,119 and
depreciation and amortization of $685, are primarily due to the acquisition of
the Ramco properties and the other property acquisitions.
Interest expense for the three months ended June 30, 1997 was $3,142 compared
to $1,740 for the three months ended June 30, 1996 due to the effect of the
debt assumed in connection with the Ramco Acquisition effective May 1, 1996 and
additional borrowings for subsequent acquisitions and development cost
reimbursements.
14
<PAGE> 15
For the three months ended June 30, 1996, the Company incurred $6,276 of
spin-off and other expenses for which there were no corresponding expenses for
the three months ended June 30, 1997.
The loss from unconsolidated entities of $67 for the three months ended June
30, 1997 as compared to $91 for the three months ended June 30, 1996 is due to
the impact of the Ramco Acquisition on May 1, 1996.
COMPARISON OF ACTUAL SIX MONTHS ENDED JUNE 30, 1997 TO PRO FORMA SIX MONTHS
ENDED JUNE 30, 1996.
Total revenues for the six months ended June 30, 1997 increased by 5.0% , or
$1,332, to $27,750 as compared to $26,418 for the six months ended June 30,
1996. The increase was a result of a $804 increase in minimum rents, a $255
increase in percentage rents, a $45 increase in recoveries from tenants and a
$228 increase in interest and other income, for the six months ended June 30,
1997 as compared to the six months ended June 30, 1996.
Minimum rents increased 4.7%, or $804, to $17,916 for the six months ended June
30, 1997 as compared to $17,112 for the six months ended June 30, 1996. This
increase was primarily due to the opening of the Jackson West Shopping Center
in June 1996, and the impact of new anchor tenants at the Jackson Crossing
Shopping Center, Tel-Twelve Mall and Eastridge Commons. Percentage rents
increased 48.4%, or $255, to $782 as compared to $527 for the six months ended
June 30, 1996. Recoveries from tenants increased .5%, or $45, to $8,596 as
compared to $8,551 for the six months ended June 30, 1996. The increase was
due to corresponding increases in recoverable operating and real estate tax
expense. The Company's overall recovery ratio for 1997 and 1996 remained
relatively consistent at 101.3% and 101.1%, respectively. Interest and other
income increased 100%, or $228, to $456, as compared to $228 for the six months
ended June 30, 1996. Approximately $183 of the increase was attributable to
non-recurring tenant lease obligations.
Total expenses for the six months ended June 30, 1997, decreased 24.2%, or
$6,804, to $21,306 as compared to $28,110 for the six months ended June 30,
1996. The decrease was due to a $7,934 decrease in spin-off and other
expenses, offset by a $30 increase in total recoverable expenses, including
real estate taxes and recoverable operating expenses, a $337 increase in
depreciation and amortization, a $49 increase in other operating expenses, a
$277 increase in general and administrative expenses, and a $437 increase in
interest expense.
For the six months ended June 30, 1996 the Company incurred $7,934 of spin-off
and other expenses related to the spin-off of Atlantic for which there were no
corresponding costs in 1997.
Recoverable expenses, including real estate taxes and recoverable operating
expenses, increased .4%, or $30, to $8,483 as compared to $8,453 for the six
months ended June 30, 1996 due primarily to expenses related to the Jackson
West Shopping Center which opened in June 1996. The increase was offset
primarily by an increase in recoveries from tenants.
Depreciation and amortization increased 10.0%, or $337 to $3,693 as compared to
$3,356 for the six months ended June 30, 1996 due to the Jackson West Shopping
Center opening in June 1996, the Madison acquisition, and the impact of the
various other revenue producing and capital improvement expenditures.
15
<PAGE> 16
General and administrative expenses increased 12.6%, or $277, to $2,475 as
compared to $2,198 for the six months ended June 30, 1996. The Company's level
of general and administrative expenses is impacted by several factors,
including the cost reimbursement relationship between the Operating Partnership
and Ramco-Gershenson, Inc. (the "Manager"), the capitalization of costs
relative to leasing and development at the centers owned by the Operating
Partnership and the cost of the Company's administrative activities. The
Manager also provides third party management, leasing, brokerage and development
services to entities not controlled by the Company. These third party leasing
and development fees earned under management contracts are not necessarily
earned consistently over time since these fees are based on measurements
related to specific transactions and are dependent on the availability of space
to lease or develop at the centers. The operating expenses of the Manager
include employee expenses, such as salaries and benefits, and office and other
expenses. Some of these costs are fixed in nature. The net cost reimbursement
to be charged as general and administrative expense to the Operating
Partnership is dependent on the ability of the Manager to continue to charge
leasing, brokerage and development fees to third party entities, while
continuing to generate third party management business. It is also dependent
on the Manager's ability to control expenses, the majority of which are
employee related expenses. Some of the expenses of the Manager, those which
are directly attributable to revenues to be earned in the future, are charged
to the Operating Partnership and capitalized in order to be amortized over the
related revenue. The Company's administrative expenses include officers'
salaries and benefits, trustee fees, directors' and officers' liability
insurance, transfer agent and shareholders' relations expenses, and
professional fees including legal, audit and tax.
Following is a breakdown of the general and administrative expenses shown in
the financial statements:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
------ --------- ------ ---------
Actual Pro forma Actual Pro forma
<S> <C> <C> <C> <C>
MANAGER
Management Fees............................................. $ 249 $ 242 $ 514 $ 515
Leasing, Brokerage and Development Fees..................... 130 71 127 74
Other Revenues.............................................. 216 75 312 150
Leasing/Development Cost Reimbursements..................... 223 182 595 305
------ ------ ------ ------
Total Revenues............................................ 818 570 1,548 1,044
------ ------ ------ ------
Employee Expenses........................................... 1,056 846 1,998 1,655
Office and Other Expenses................................... 344 246 618 463
Depreciation and Amortization............................... 63 8 123 17
------ ------ ------ ------
Total Expenses............................................ 1,463 1,100 2,739 2,135
------ ------ ------ ------
Operating Partnership
Cost Reimbursement Expenses................................ 645 530 1,191 1,091
------ ------ ------ ------
OPERATING PARTNERSHIP ADMINISTRATIVE EXPENSES................. 520 508 1,080 949
------ ------ ------ ------
SHOPPING CENTER LEVEL GENERAL AND
ADMINISTRATIVE EXPENSES..................................... 132 79 204 158
------ ------ ------ ------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES..................... $1,297 $1,117 $2,475 $2,198
====== ====== ====== ======
</TABLE>
The increase of $277 in general and administrative expenses for the six months
ended June 30, 1997 as compared to the pro forma six months ended June 30, 1996
was primarily due to a $131 increase in the operating partnership administrative
expenses and a $100 increase in the cost reimbursement to Ramco-Gershenson, Inc.
The $100 increase in the cost reimbursement to the Manager was due to increased
employee expenses due to additional headcount and the impact of annual salary
and employee benefit increases. The increase of $131 in Operating Partnership
administrative expenses was due to a higher annualized level of expenses for the
six months ended June 30, 1997 as compared to the annualized expenses based on
the six months ended June 30, 1996.
Interest expense increased 7.7%, or $437, to $6,112 as compared to
$5,675 for the six months ended June 30, 1996, due to the impact of borrowings
relative to the Jackson West Shopping Center and other improvements. At June
30, 1997 the Company's portion of mortgages attributable to properties 100%
owned is $156,453, with a weighted average interest rate of 8.29%. Variable
rate debt at June 30, 1997 which amounted to $57,800, with a weighted average
interest rate of 8.32% accounted for approximately 36.9% of the Company's total
debt. The loss from unconsolidated entities decreased by 18.4%, or $35, to
$155 for the six months ended June 30, 1997, as compared to $190 for the six
months ended June 30, 1996.
16
<PAGE> 17
COMPARISON OF ACTUAL THREE MONTHS ENDED JUNE 30, 1997 TO PRO FORMA THREE MONTHS
ENDED JUNE 30, 1996.
Total revenues for the three months ended June 30, 1997 increased by 4.8% or
$633 to $13,931 as compared to $13,298 for the three months ended June 30,
1996. The increase was a result of a $416 increase in minimum rents, a $141
increase in percentage rents, a $64 decrease in recoveries from tenants, and a
$140 increase in interest and other income for the three months ended
June 30, 1997 as compared to the three months ended June 30, 1996.
Minimum rents increased 4.8% or $416 to $9,032 for the three months
ended June 30, 1997 as compared to $8,616 for the three months ended June 30,
1996. This increase was primarily due to the opening of the Jackson West
Shopping Center in June 1996 and the impact of new anchor tenants at Eastridge
Commons, Troy Towne Center, Tel-Twelve Mall, and Jackson Crossing. Percentage
rents increased 51.3% or $141 to $416 as compared to $275 for the three months
ended June 30, 1996. Recoveries from tenants decreased 1.5% or $64 to $4,202
from $4,266 for the three months ended June 30, 1996. The decrease was due to
corresponding decreases in recoverable operating and real estate tax expense.
The Company's overall recovery ratio remained relatively consistent at 101.3%
and 101.2%, respectively. Interest and other income increased 99.3% or $140 to
$281 from $141 for the three months ended June 30, 1997. The increase was
primarily due to non-recurring tenant lease obligations.
Total expenses for the three months ended June 30, 1997 decreased 34.3% or
$5,623 to $10,765 from $16,388 for the three months ended June 30, 1996. The
decrease was due to a $6,276 decrease in spin-off and other expenses and a $70
decrease in total recoverable expenses, including recoverable operating and real
estate tax expense, offset by a $214 increase in depreciation and amortization,
$24 increase in other operating, a $180 increase in general and administrative
expenses, and a $305 increase in interest expense.
For the three months ended June 30, 1996 the Company incurred $6,276 of
spin-off and other expenses related to the spin-off of Atlantic for which there
were no corresponding costs in 1997.
Recoverable expenses, including recoverable operating and real estate
tax expense, decreased 1.7% or $70 to $4,147 from $4,217 for the three months
ended June 30, 1996. The decrease was offset by a decrease in recoveries from
tenants.
Depreciation and amortization increased 12.7% or $214 to $1,892 compared to
$1,678 for the three months ended June 30, 1996. The increase was primarily due
to the Jackson West Shopping Center opening in June 1996, the Madison
acquisition, and the impact of the various other revenue generating and capital
improvement expenditures.
General and administrative expenses increased 16.1% or $180 to $1,297
from $1,117 for the three months ended June 30, 1996. The increase was
primarily due to a $115 increase in the cost reimbursement to Ramco-Gershenson,
Inc. and a $53 increase in shopping center property level general and
administrative expenses. The $115 increase in the cost reimbursement was due to
increased employee expenses due to additional headcount and the impact of
annual salary and employee benefit increases. The increase of $53 at the
shopping center property level was due to a higher annualized level of expenses
for the three months ended June 30, 1997 as compared to the annualized expenses
based on the three months ended June 30, 1996.
Interest expense increased 10.7% or $305 to $3,142 as compared to $2,837 for the
three months ended June 30, 1996, due to the impact of borrowings relative to
the Jackson West Shopping Center and other revenue producing and capital
improvement expenditures.
The loss from unconsolidated entities decreased 57.9% or $92 to $67 from $159
for the three months ended June 30, 1996.
FUNDS FROM OPERATIONS
Management generally considers funds from operations ("FFO") to be one measure
of financial performance of an equity REIT. It has been presented to assist
investors in analyzing the performance of the Company and to provide a relevant
basis for comparison to other REITs.
The Company has adopted the most recent National Association of Real Estate
Investment Trusts ("NAREIT") definition of FFO, which was effective on January
1, 1996. Under the NAREIT definition, FFO represents income (loss) before
minority interest (computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructuring and sales of
property, plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated
partnerships and joint ventures.
Therefore, FFO does not represent cash generated from operating activities in
accordance with generally accepted accounting principles and should not be
considered an alternative to net income as an indication of the Company's
performance or to cash flows from operating activities as a measure of
liquidity or of the ability to pay distributions. Furthermore, while net
income and cash generated from operating, investing and financing activities
determined in accordance with generally accepted accounting principles consider
capital expenditures which have been and will be incurred in the future, the
calculation of FFO does not.
The following FFO are presented as if the Ramco Acquisition, the Property
Acquisitions and the spin-off of Atlantic Realty Trust had occurred on January
1, 1996.
The following table illustrates the calculation of FFO for the three months and
six months ended June 30, 1997, and 1996:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
Actual Pro forma Actual Pro forma
<S> <C> <C> <C> <C>
Net Income................................................... $2,251 $(4,047) $4,595 $(3,436)
Add: Depreciation and amortization........................ 1,899 1,678 3,707 3,356
Add: Minority interest in partnership..................... 848 798 1,694 1,554
Add: Non-recurring spin-off and other expenses............ - 6,276 - 7,934
------ ------- ------ -------
Funds from operations........................................ $4,998 $ 4,705 $9,996 $ 9,408
====== ======= ====== =======
Weighted average equivalent shares outstanding (1)........... 9,691 9,687 9,736 9,594
====== ======= ====== =======
Supplemental disclosure:
Straight-line rental income................................ $ 506 $ 325 $1,033 $ 677
====== ======= ====== =======
Amortization of management contracts and covenant
not to compete............................................. $ 124 $ 124 $ 248 $ 248
====== ======= ====== =======
</TABLE>
(1) Represents the weighted average total shares outstanding, assuming the
redemption of all Operating Partnership Units for common shares.
17
<PAGE> 18
CAPITAL EXPENDITURES
During the six months ended June 30, 1997, the Company spent approximately
$1,086 on revenue generating capital expenditures including tenant allowances,
leasing commissions paid to third-party brokers, legal costs relative to lease
documents, and capitalized leasing and construction costs. These types of
costs generate a return through rents from tenants over the term of their
leases. Revenue enhancing capital expenditures, including expansions,
renovations or repositionings were approximately $5,185. Revenue neutral
capital expenditures, such as roof and parking lot repairs which are
anticipated to be recovered from tenants, amounted to approximately $639.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." This
statement establishes standards for computing and presenting earnings per share
("EPS") and applies to all entities with publicly-held common shares or
potential common shares. This Statement replaces the presentation of primary
EPS and fully diluted EPS with a presentation of basic EPS and diluted EPS,
respectively. Basic EPS excludes dilution and is computed by dividing earnings
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Similar to fully diluted EPS, diluted EPS
reflects the potential dilution of securities that could share in the earnings.
This statement is not expected to have a material effect on the Company's
reported EPS amounts. The Statement is effective for the Company's financial
statements for the year ending December 31, 1997.
This Form 10-Q contains forward-looking statements with respect to the
operation of certain of the Company's properties. Management of the Company
believes the expectations reflected in the forward-looking statements made in
this document are based on reasonable assumptions. Certain factors could occur
that might cause actual results to vary. These include general economic
conditions, the strength of key industries in the cities in which the Company's
properties are located, the performance of the Company's tenants at the
Company's properties and elsewhere, and other factors discussed in this report
and the Company's reports filed with the Securities and Exchange Commission.
18
<PAGE> 19
PART II - OTHER INFORMATION
For Quarter Ended June 30, 1997
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on June 10, 1997.
At the Annual Meeting, Stephen R. Blank, Herbert Liechtung and Joel Pashcow
were re-elected as trustees of the Company to serve until the 2000 Annual
Meeting of Shareholders or until their successors are elected and qualified.
The following votes were cast for or were withheld from voting with respect to
the election of each of the following persons:
<TABLE>
<CAPTION>
VOTES
-----
AUTHORITY
NAME FOR WITHHELD
---- --- ---------
<S> <C> <C>
Stephen R. Blank 5,537,399 59,486
Herbert Liechtung 5,550,819 46,064
Joel M. Pashcow 5,551,481 45,402
</TABLE>
There were no broker non-votes or abstentions in connection with the
election of the trustee at the Annual Meeting.
The following votes were cast for, against or withheld regarding the
approval of the Company's 1997 Non-Employee Trustee Stock Option Plan of the
Trust:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
5,285,982 164,577 78,228
</TABLE>
There were no broker non-votes in connection with the adoption of the
1997 Non-Employee Trustee Stock Option Plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index immediately preceding the exhibits.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
RAMCO-GERSHENSON PROPERTIES TRUST
Date: August 13, 1997 By: /s/ Dennis E. Gershenson
-------------------------------
Dennis E. Gershenson
President and Trustee
(Chief Executive Officer)
Date: August 13, 1997 By: /s/ Richard J. Smith
-------------------------------
Richard J. Smith
Chief Financial Officer
(Principal Accounting Officer)
20
<PAGE> 21
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Declaration of Trust of the Company, dated
October 14, 1988, incorporated by reference to Exhibits 3 and 4(a) to
the Company's Registration Statement on Form S-4, File No. 33-25272.
3.2 Amendment to Amended and Restated Declaration of Trust of the
Company, incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1996.
3.3 Bylaws of the Company adopted December 6, 1989, incorporated by
reference to Exhibit 4.2 to the Company's Current Report on Form 8-K,
dated December 6, 1989.
3.4 Amendment to Bylaws of the Company, incorporated by reference to
Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
4. Rights Agreement dated as of December 6, 1989 between the Company
and American Stock Transfer & Trust Company, incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form 8-A, File
No. 1-10093, for the registration of Share Purchase Rights.
10.1 Pledge Agreement, dated as of May 10, 1996, among the Company, Dennis
Gershenson, Joel Gershenson, Bruce Gershenson, Richard Gershenson,
Michael A. Ward, Michael A. Ward U/T/A dated 2/22/77, as amended, and
the holders of interest in Ramco-Gershenson Properties, L.P., a Delaware
limited partnership, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.2 Registration Rights Agreement, dated as of May 10, 1996, among the
Company, Dennis Gershenson, Joel Gershenson, Bruce Gershenson, Richard
Gershenson, Michael A. Ward, Michael A. Ward U/T/A dated 2/22/77, as
amended, and each of the Persons set forth on Exhibit A attached
thereto, incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10.3 Exchange Rights Agreement, dated as of May 10, 1996, by and among the
Company and each of the Persons whose names are set forth on Exhibit A
attached thereto, incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.4 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.
10.5 Letter Agreement, dated May 10, 1996, among the Persons and Entities
party to the Amended and Restated Master Agreement, dated as of December
27, 1995, as amended, incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.6 Promissory Note payable by Atlantic Realty Trust in favor of the
Company in the principal face amount of $5,500,000 due November 9, 1997,
incorporated by reference to Exhibit 10.6 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1996.
10.7 Letter Agreement, dated as of May 10, 1996, by and between Atlantic
Realty Trust ("Atlantic") and the Company concerning the assumption of
certain liabilities by Atlantic, incorporated by reference to Exhibit
10.7 to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.8 Employment Agreement, dated as of May 10, 1996, between the Company
and Joel Gershenson, incorporated by reference to Exhibit 10.8 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30,1996.
10.9 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.
10.10 Employment Agreement, dated as of May 10, 1996, between the Company
and Michael A. Ward, incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30,1996.
10.11 Employment Agreement, dated May 10, 1996, between the Company and
Richard Gershenson, incorporated by reference to Exhibit 10.11 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.12 Employment Agreement, dated as of May 10, 1996, between the Company
and Bruce Gershenson, incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.13 Noncompetition Agreement, dated as of May 10, 1996, by and between
Joel Gershenson and the Company, incorporated by reference to Exhibit
10.13 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1996.
<PAGE> 22
10.14 Noncompetition Agreement, dated as of May 10, 1996, by and 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.
10.15 Noncompetition Agreement, dated as of May 10, 1996, by and between
Michael A. Ward and the Company, incorporated by reference to Exhibit
10.15 to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.16 Noncompetition Agreement, dated as of May 10, 1996, by and between
Richard Gershenson and the Company, incorporated by reference to Exhibit
10.16 to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.17 Noncompetition Agreement, dated as of May 10, 1996, by and between
Bruce Gershenson and the Company, incorporated by reference to Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.18 Letter Agreement, dated April 15, 1996, among the Company and Richard
Smith concerning Mr. Smith's employment by the Company, incorporated by
reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.19 Amended and Restated Master Revolving Credit Agreement dated as of
June 24, 1996 by and among Ramco-Gershenson Properties, L.P., the
Company, The First National Bank of Boston, NBD Bank, the other lending
institutions that may become a party thereto, and The First National Bank
of Boston, as Agent for the Banks, incorporated by reference to Exhibit
10.19 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
10.20 Note dated June 24, 1996 in the aggregate principal amount of
$25,000,000 made by Ramco-Gershenson Properties, L.P., in favor of The
First National Bank of Boston, incorporated by reference to Exhibit 10.20
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
10.21 Note dated June 24, 1996 in the aggregate principal amount of
$25,000,000 made by Ramco-Gershenson Properties, L.P., in favor of NBD
Bank, incorporated by reference to Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
10.22 Loan Agreement dated May 1, 1996 by and between Ramco-Gershenson
Properties, L.P. and The Lincoln National Life Insurance Company relating
to a $77,585.524.73 loan, incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
10.23 Note dated May 1, 1996 in the aggregate principal amount of
$77,585,524.73 made by Ramco-Gershenson Properties, L.P., in favor of The
Lincoln National Life Insurance Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
10.24 Loan Agreement dated May 1, 1996 by and between Ramco-Gershenson
Properties, L.P. and The Lincoln National Life Insurance Company relating
to a $4,346,778.76 loan, incorporated by reference to Exhibit 10.24 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
10.25 Note dated May 1, 1996 in the aggregate principal amount of
$4,346,778.76 made by Ramco-Gershenson Properties, L.P. in favor of The
National Life Insurance Company, incorporated by reference to Exhibit
10.25 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
10.26 First Amendment to Amended and Restated Master Revolving Credit
Agreement and other Loan Documents dated as of May 22, 1997 by and among
Ramco-Gershenson Properties, L.P., the Company, the Banks that are party
thereto, and BankBoston, N.A., as agent.
10.27 Second Amendment to Amended and Restated Master Revolving Credit
Agreement and other Loan Documents dated as of June 16, 1997 by and among
Ramco-Gershenson Properties, L.P., the Company, the Banks that are party
thereto, and BankBoston, N.A., as agent.
10.28 Amended and Restated Note dated as of June 24, 1996 in the aggregate
principal amount of $55,000,000 made by Ramco-Gershenson Properties, L.P.
in favor of BankBoston, N.A.
10.29 Amended and Restated Note dated as of June 24, 1996 in the aggregate
principal amount of $10,000,000 made by Ramco-Gershenson Properties, L.P.
in favor of Bankers Trust Company.
10.30 Amended and Restated Note dated as of June 24, 1996 in the aggregate
principal amount of $10,000,000 made by Ramco-Gershenson Properties, L.P.
in favor of Michigan National Bank.
10.31 Third Amendment to Amended and Restated Master Revolving Credit
Agreement and other Loan Documents dated as of July 18, 1997 by and among
Ramco-Gershenson Properties, L.P., the Company, the Banks that are party
thereto, and BankBoston, N.A., as agent.
27.1 Financial Data Schedule.
<PAGE> 1
EXHIBIT 10.26
FIRST AMENDMENT TO
AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REVOLVING CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") made as of this 22nd day
of May, 1997, by and among RAMCO-GERSHENSON PROPERTIES, L. P., a Delaware
limited partnership ("Borrower"), RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust ("Guarantor"), BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston), individually ("BankBoston"), NBD BANK
("NBD"; BankBoston and NBD are hereinafter referred to collectively as the
"Banks"), and BANKBOSTON, N.A. (formerly know as The First National Bank of
Boston), as Agent (the "Agent").
W I T N E S E T H:
WHEREAS, Borrower, Guarantor, Agent and the Banks entered into that
certain Amended and Restated Master Revolving Credit Agreement dated as of June
24, 1996 (the "Credit Agreement"); and
WHEREAS, Borrower and Guarantor have executed and delivered to the Agent
and the Banks that certain Amended and Restated Indemnity Agreement Regarding
Hazardous Materials dated as of June 24, 1996 (the "Amended and Restated
Indemnity Agreement"); and
WHEREAS, in connection with the addition of certain collateral to secure
Borrower's obligations under the Credit Agreement, Borrower and Guarantor have
executed and delivered to the Agent and the Banks that certain Indemnity
Agreement Regarding Hazardous Materials dated as of June 24, 1996 (the
"Supplemental Indemnity Agreement"); and
WHEREAS, Guarantor has executed and delivered to the Agent and the Banks
that certain Amended and Restated Unconditional Guaranty of Payment and
Performance dated as of June 24, 1996 (the "Guaranty"); and
WHEREAS, Borrower has requested that Agent and the Banks modify and
amend certain terms and provisions of the Credit Agreement; and
WHEREAS, as a condition to such modification, Agent and the Banks have
required that Borrower and Guarantor execute this Amendment;
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
<PAGE> 2
1. Definitions. All terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
2. Modification of the Credit Agreement. Borrower, Guarantor, the
Banks and Agent do hereby modify and amend the Credit Agreement as follows:
(a) By deleting in their entirety the definitions of the terms
ABorrowing Base,"Loan Documents," "Security Deeds" and "Title Policy,"
appearing in Section 1.1 of the Credit Agreement, and inserting in lieu thereof
the following:
"Borrowing Base. At any time with respect to the Borrower, the
Borrowing Base shall be the aggregate of the Borrowing Bases for
each parcel of Eligible Real Estate included in the Mortgaged
Property owned by the Borrower. The Borrowing Base for each
parcel of Eligible Real Estate included in the Mortgaged Property
shall be the amount which is sixty percent (60%) of the Appraised
Value of such Mortgaged Property as most recently determined as
provided under Section 5.2 or Section 10.7; provided, however,
that the Borrowing Base for each parcel of such Eligible Real
Estate which is Special Real Estate included in the Mortgaged
Property shall be the amount which is fifty percent (50%) of the
Appraised Value of such Special Real Estate Mortgaged Property as
most recently determined as provided under Section 5.2 or Section
10.7; and provided, further, however, that the aggregate portions
of the Borrowing Base attributable to Special Real Estate shall
at no time exceed the lesser of (A) $6,320,000.00 (or
$22,500,000.00, in the event that the Total Commitment is
increased to $75,000,000.00) or (B) thirty percent (30%) of the
entire Borrowing Base.
Loan Documents. This Agreement, the Notes, the Letters of
Credit, the Letter of Credit Applications, the Security Documents
and all other documents, instruments or agreements now or
hereafter executed or delivered by or on behalf of the Borrower
or the Guarantor in connection with the Loans. The Loan
Documents include the Special Security Documents.
Security Deeds. The Mortgages, Deeds to Secure Debt and Deeds of
Trust from the Borrower to the Agent for the benefit of the Banks
(or to trustees named therein acting on behalf of the Agent for
the benefit of the Banks), as the same may be modified or
amended, pursuant to which the Borrower has conveyed a Mortgaged
Property as security for the Obligations of the Borrower. The
Security Deeds include those Special Security Documents which are
described by the sentence immediately preceding this sentence.
Title Policy. With respect to each parcel of Mortgaged Property,
an ALTA standard form title insurance policy (or, if such form is
not available, an equivalent form of or legally promulgated form
of mortgagee title insurance policy reasonably acceptable to the
Majority Banks) issued by a Title Insurance
2
<PAGE> 3
Company (with such reinsurance or co-insurance as the Majority Banks may
require, any such reinsurance to be with direct access endorsements to
the extent available under applicable law) in such amount as the
Majority Banks may require insuring the priority of the Security Deeds
and that the Borrower holds marketable fee simple title to such parcel,
subject only to the encumbrances permitted by the Security Deed and
which shall not contain standard exceptions for mechanics liens, persons
in occupancy (other than tenants as tenants only under Leases) or
matters which would be shown by a survey, shall not insure over any
matter except to the extent that any such affirmative insurance is
acceptable to the Majority Banks in their sole discretion, and shall
contain (a) a revolving credit endorsement and (b) such other
endorsements and affirmative insurance as the Majority Banks reasonably
may require and is available in the State in which the Real Estate is
located, including but not limited to (I) a comprehensive endorsement,
(ii) a variable rate of interest endorsement, (iii) a usury endorsement,
(iv) a doing business endorsement, (v) in States where available, an
ALTA form 3.1 zoning endorsement, (vi) a "tie-in" endorsement and (vii)
a "first loss" endorsement; provided, however, that with respect to
Special Real Estate, the "Title Policy" shall be an owner's policy of
title insurance, in a form satisfactory to the Majority Banks,
containing only exceptions satisfactory to the Majority Banks,
supplemented by a current "date down" or "nothing further" certificate
(or if such endorsement or certificate is not available a current
mortgagee's title commitment in favor of the Agent) provided by an
issuer satisfactory to the Majority Banks, evidencing the state of title
to the Special Real Estate, as of a date not earlier than thirty (30)
days prior to delivery thereof to the Agent or such later date as may be
required by any other provision hereof (it being acknowledged that a
Title Policy relating to Special Real Estate shall not be considered in
full force and effect if such a current satisfactory supplement has not
been delivered within a period of one year)."
(b) By deleting in their entirety Sections (b), (c), and (e)
of the definition of the term "Eligible Real Estate Qualifications Documents"
appearing in Section 1.1 of the Credit Agreement, and inserting in lieu thereof
the following:
"Enforceability Opinion. The favorable legal opinion of counsel to the
Borrower and the Guarantor reasonably acceptable to the Majority Banks
qualified to practice in the State in which such Real Estate is located,
addressed to the Banks and in form and substance satisfactory to the
Majority Banks as to the enforceability of such Security Documents
(including the opinion that the Special Security Documents and the
agreement herein for the future recording thereof are enforceable
between the parties thereto, with appropriate qualifications acceptable
to the Majority Banks as to the enforceability against third parties
prior to recordation thereof) and such other matters as the Majority
Banks shall reasonably request.
3
<PAGE> 4
Perfection of Liens. Except with respect to Special Real Estate,
evidence reasonably satisfactory to the Majority Banks that the Security
Documents are effective to create in favor of the Agent a legal, valid
and enforceable first (except for Permitted Liens approved by the
Majority Banks entitled to priority under applicable law) lien and
security interest in such Real Estate and that all filings, recordings,
deliveries of instruments and other actions necessary or desirable to
protect and preserve such liens or security interests have been duly
effected.
Title Insurance; Title Exception Documents. The Title Policy covering
such Real Estate, including all endorsements thereto, and together with
proof of payment of all fees and premiums for such policy, and true and
accurate copies of all documents listed as exceptions under such policy
or any supplements thereto accepted by Agent."
(c) By adding in alphabetical order within Section 1.1 of the
Credit Agreement the following additional definitions:
"Guarantor Acknowledgment. A ratification and acknowledgment executed
by the Guarantor that the obligations guaranteed by the Guaranty include
the Special Security Documents, in form and substance satisfactory to
the Majority Banks.
Regular Real Estate. All of those certain parcels of Real Estate which
are not Special Real Estate.
Special Real Estate. Those certain parcels of Real Estate which are
described on Schedule 1.1. In the event that after the date hereof any
other Real Estate shall become Special Real Estate, the Agent may
unilaterally amend Schedule 1.1 to reflect such addition.
Special Security Documents. The Security Documents relating to Special
Real Estate, which have been or may in the future be executed and
delivered to Agent for the benefit of the Banks, and which are not to be
recorded until the occurrence of the events specified in Section 5.7 (it
being acknowledged that the Guaranty is not a Special Security
Document)."
(d) By deleting in its entirety Section 5.1 of the Credit Agreement,
and inserting in lieu thereof the following:
"Section 5.1. Collateral. The Obligations of the Borrower shall be
secured by (I) a perfected first priority lien or security title to be
held by the Agent for the benefit of the Banks in the Mortgaged
Property, Building Service Equipment and other personal property of the
Borrower, pursuant to the terms of the Security Deed, (ii) a perfected
first priority security interest to be held by the Agent for the
4
<PAGE> 5
benefit of the Banks in the Leases pursuant to the Assignments of Rents
and Leases from the Borrower and (iii) the Indemnity Agreement; provided
however, that the security interests in Special Real Estate and rents
generated therefrom shall be perfected only as provided in Section 5.7.
The Obligations shall also be guaranteed pursuant to the terms of the
Guaranty."
(e) By adding the following as additional Sections 5.5, 5.6, 5.7 and
5.8 to the Credit Agreement:
"Section 5.5 Addition of Mortgaged Properties.
(a) The Borrower shall have the right, subject to the
consent of the Majority Banks which may be withheld by the
Majority Banks in their sole and absolute discretion, to
add to the Collateral, any other Real Estate which is
owned by the Borrower and which is not security for any
other Indebtedness. Such addition shall be completed by
the completion and delivery to the Agent for the benefit
of the Banks of each of the Eligible Real Estate
Qualification Documents. Such Real Estate shall be
Eligible Real Estate, shall be satisfactory to the
Majority Banks in all respects and shall have a Borrowing
Base amount attributable thereto by the Majority Banks so
as to cause the Borrower to continue to be in compliance
with all covenants contained in this Agreement. In the
event that Borrower desires for such Real Estate to be
Special Real Estate, the Borrower shall deliver such
evidence as the Agent may require indicating that it is
not feasible for such Real Estate to be Regular Real
Estate upon the transfer and amendment and restatement of
any existing loan documents which may encumber such Real
Estate, and such Real Estate may not be Special Real
Estate without the approval of the Agent.
(b) In connection with each such addition to increase
the Borrowing Base or to replace a Mortgaged Property
except for the reasons set forth in Section 5.6, the
Borrower, within fifteen (15) days of the Borrower's
request to add such Real Estate to the Collateral, shall
pay to the Agent for the account of the Banks a review fee
of $10,000.00 for each parcel of Real Estate to be added
to be split equally by the Banks, without regard to their
respective Commitment Percentages.
Section 5.6 Mandatory Increase in Borrowing Base. At all times
when the portion of the Borrowing Base attributable to Regular
Real Estate (without taking into account any Borrowing Base
attributable to Special Real Estate) is less than the Total
Commitment (including any increase in such Total Commitment), all
Real Estate located outside of New York, Florida and Maryland
which is purchased or developed with proceeds of Loans or any
Equity Offering or which has been encumbered by Indebtedness
which is repaid with proceeds of Loans shall be
5
<PAGE> 6
immediately mortgaged or conveyed to Agent for the benefit of the Banks,
and Borrower shall promptly cause the same to become Eligible Real
Estate; provided that the Borrower shall take commercially reasonable
steps to cause any lender holding a lien on Real Estate located in New
York or Maryland that is acquired by the Borrower to transfer such
Indebtedness and related loan documents to Agent, and to amend and
restate the same to allow Agent to record a Security Deed against such
Real Estate, and in such event such Real Estate may not be Special Real
Estate.
Section 5.7 Non-Encumbrance. Without implying any limitation upon
the generality of Section 8.2, the Borrower will not, and will not
permit any other Person to, create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, negative
pledge, change, restriction or other security interest of any kind upon
any Special Real Estate encumbered by any Special Security Documents
(whether now owned or hereafter acquired), except for matters set forth
in Title Policies relating to such Special Real Estate submitted to and
approved by Agent.
Section 5.8 Special Security Documents. The Special Security
Documents have been delivered and are effective or shall be effective
upon the future delivery thereof, but shall not be recorded until the
occurrence of an Event of Default. Upon the occurrence of an Event of
Default, the Agent may, and upon the direction of the Majority Banks,
shall, record the Special Security Documents in the public records
without any further action of or notice to Borrower or any other party
and without waiving such Event of Default; provided, however, that if
such Event of Default exists solely as a result of default described in
Section 12.1(b), the Agent shall give the Borrower two (2) Business Days
notice prior to the recordation of the Security Documents. In addition,
the Borrower shall promptly deliver to Agent such further documents as
may be reasonably requested by the Agent relating to such Real Estate,
including without limitation, owner's affidavits, updated legal opinions
and copies of leases and such changes to the Special Security Documents
as may be necessary or desirable to comply with changes in applicable
law. In connection with the recording of the Special Security
Documents, the Agent may obtain, at the Borrower's sole cost and
expense, a mortgagee's title insurance policy with respect to each
parcel of Special Real Estate encumbered by such Special Security
Documents in such amount as is determined by the Agent. The Borrower
shall upon demand pay the cost of any such mortgagee's title insurance
policy, the cost of any updated UCC searches, all recording costs and
fees, and any and all intangible taxes or other documentary or mortgage
taxes, assessments or charges which are demanded in connection with the
recording of any of the Special Security Documents. In addition, the
Borrower shall pay within five (5) days after demand any and all costs,
fees, intangible tax, documentary or mortgage tax, assessments or
charges as are demanded by any governmental authority by reason of the
Special Security Documents prior to the recording of
6
<PAGE> 7
the same. In the event that the Borrower fails to pay such amounts as
provided in this section, then the Banks may advance such amounts as are
required to be paid as Loans hereunder, which Loans shall bear interest
at the rate for overdue payments set forth in the Credit Agreement. The
Agent and the Banks agree that, provided no Default or Event of Default
shall have theretofore occurred hereunder or under any of the other Loan
Documents, Agent shall, within five (5) days of the receipt of written
request from Borrower, release the Special Real Estate from the lien of
the Special Security Documents and return the Special Security Documents
to Borrower; provided, however, Agent shall not be obligated to release
the Special Real Estate or return the Special Security Documents if, as
a result of the release of the Special Real Estate, a Default or Event
of Default shall exist hereunder or under any of the other Loan
Documents."
(f) By deleting Section 9.5 of the Credit Agreement in its entirety,
and inserting in lieu thereof the following:
ASection 9.5 Mortgaged Property Operating Cash Flow. The Borrower will
not, at the end of any fiscal quarter, permit the sum of (a) the
quotient obtained by dividing the combined Operating Cash Flow with
respect to the Mortgaged Properties which are Regular Real Estate for
the period covered by the four previous consecutive fiscal quarters
(treated as a single accounting period) by 1.4, plus (b) the quotient
obtained by dividing the combined Operating Cash Flow with respect to
the Mortgaged Properties which are Special Real Estate for the period
covered by the four previous consecutive fiscal quarters (treated as a
single accounting period) by 1.65, to be less than the Pro Forma Debt
Service Charges for such period, provided that for purposes of
determining compliance with this covenant prior to such time as the
Borrower has owned and operated a Mortgaged Property for four full
fiscal quarters, the Operating Cash Flow with respect to such Mortgaged
Property for the number of full fiscal quarters which the Borrower has
owned and operated such Mortgaged Property as annualized shall be
utilized."
(g) By deleting the notice address for the Agent and BankBoston
appearing in Section 19 of the Credit Agreement in its entirety, and inserting
in lieu thereof the following:
"If to the Agent or BankBoston:
BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110
Attn: Real Estate Division/Ramco-Gershenson Account Officer
With a copy to:
7
<PAGE> 8
BankBoston, N.A.
115 Perimeter Center Place, N.E.
Suite 500
Atlanta, Georgia 30346
Attn: Dan Silbert"
(h) By deleting Appendix A attached to Exhibit C of the Credit
Agreement in its entirety, and inserting in lieu thereof Appendix A attached to
this Amendment; and
(i) By inserting Schedule 1.1 attached to this Amendment as
Schedule 1.1 to the Credit Agreement.
3. References to Credit Agreement. All references in the Loan
Documents to the Credit Agreement shall be deemed a reference to the Credit
Agreement as modified and amended herein.
4. Consent of Guarantor. By execution of this Amendment, Guarantor
hereby expressly consents to the modifications and amendments relating to the
Credit Agreement as set forth herein and the modifications and amendments to
each of the Security Deeds and Assignment of Leases and Rents contemporaneously
herewith, and Guarantor hereby acknowledges, represents and agrees that the
Guaranty remains in full force and effect and constitutes the valid and legally
binding obligation of Guarantor, enforceable against Guarantor in accordance
with its terms, that the Guaranty extends to and applies to the foregoing
documents as modified and amended, and that the execution and delivery of this
Amendment does not constitute, and shall not be deemed to constitute, a
release, waiver or satisfaction of Guarantor's obligations under the Guaranty.
5. No Default. By execution hereof, the Borrower and Guarantor
certify that the Borrower and Guarantor are and will be in compliance with all
covenants under the Loan Documents after the execution and delivery of this
Amendment and the other amendments being delivered by the Borrower
contemporaneously herewith, and that no Default or Event of Default has
occurred and is continuing.
6. Waiver of Claims. Borrower and Guarantor acknowledge, represent
and agree that Borrower and Guarantor have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Loan Documents, the administration or funding of the Loans or with
respect to any acts or omissions of Agent or any of the Banks, or any past or
present officers, agents or employees of Agent or any of the Banks, and each of
Borrower and Guarantor does hereby expressly waive, release and relinquish any
and all such defenses, setoffs, claims, counterclaims and causes of action, if
any.
7. Ratification. Except as hereinabove set forth, all terms,
covenants and provisions of the Credit Agreement remain unaltered and in full
force and effect, and the parties hereto do hereby expressly ratify and confirm
the Credit Agreement as modified and amended herein.
8
<PAGE> 9
Nothing in this Amendment shall be deemed or construed to constitute, and there
has not otherwise occurred, a novation, cancellation, satisfaction, release,
extinguishment or substitution of the indebtedness evidenced by the Notes or
the other obligations of Borrower and Guarantor under the Loan Documents.
8. Counterparts. This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.
9. Miscellaneous. This Amendment shall be construed and enforced in
accordance with the laws of the State of Michigan. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in
the Credit Agreement.
9
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited
partnership, by its sole general partner
By: Ramco-Gershenson Properties Trust, a
Massachusetts business trust
By: /s/ Authorized Signature
------------------------------
Name:
Title:
[SEAL]
GUARANTOR:
RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust
By: /s/ Authorized Signature
----------------------------------
Name:
Title:
[SEAL]
BANKBOSTON, N.A., individually and as Agent
By: /s/ JEFFREY L. WARWICK
----------------------------------
Jeffrey L. Warwick, Director
[BANK SEAL]
NBD BANK
By:/s/ Authorized Signature
----------------------------------
Title:
[BANK SEAL]
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<PAGE> 1
EXHIBIT 10.27
SECOND AMENDMENT TO
AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REVOLVING CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") made as of this 16th day
of June, 1997, by and among RAMCO-GERSHENSON PROPERTIES, L. P., a Delaware
limited partnership ("Borrower"), RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust ("Guarantor"), BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston), individually ("FNBB"), and NBD BANK ("NBD";
FNBB and NBD are hereinafter referred to collectively as the "Banks"), and
BANKBOSTON, N.A., (formerly known as The First National Bank of Boston), as
Agent (the "Agent").
W I T N E S E T H:
WHEREAS, Borrower, Guarantor, Agent and the Banks entered into that
certain Amended and Restated Master Revolving Credit Agreement dated as of June
24, 1996, as amended by that certain First Amendment to Amended and Restated
Master Revolving Credit Agreement and Other Loan Documents dated as of May 22,
1997 (collectively the "Credit Agreement"); and
WHEREAS, Borrower and Guarantor have executed and delivered to the Agent
and the Banks that certain Amended and Restated Indemnity Agreement Regarding
Hazardous Materials dated as of June 24, 1996 (the "Amended and Restated
Indemnity Agreement"); and
WHEREAS, in connection with the addition of certain collateral to secure
Borrower's obligations under the Credit Agreement, Borrower and Guarantor have
executed and delivered to the Agent and the Banks those certain Indemnity
Agreements Regarding Hazardous Materials dated as of June 24, 1996 and May 22,
1997 (collectively the "Supplemental Indemnity Agreement"); and
WHEREAS, Guarantor has executed and delivered to the Agent and the Banks
that certain Amended and Restated Unconditional Guaranty of Payment and
Performance dated as of June 24, 1996 (the "Guaranty"); and
WHEREAS, Borrower has requested that Agent and the Banks increase the
Total Commitment and modify and amend certain other terms and provisions of the
Credit Agreement; and
WHEREAS, as a condition to such modification, Agent and the Banks have
required that Borrower and Guarantor execute this Amendment;
<PAGE> 2
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
1. Definitions. All terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
2. Modification of the Credit Agreement. Borrower, Guarantor, the
Banks and Agent do hereby modify and amend the Credit Agreement as follows:
(a) By deleting in their entirety the definitions of the terms
"Borrowing Base," "Consolidated Total Adjusted Asset Value", "FNBB", "Indemnity
Agreement", "Majority Banks", "Rent Roll", "Total Commitment" and "Under
Development" appearing in Section 1.1 of the Credit Agreement, and inserting in
lieu thereof the following:
"Consolidated Total Adjusted Asset Value. With respect to any
Person, the sum of (i) an amount equal to (A) the Operating Cash
Flow of such Person for the period covered by the four previous
consecutive fiscal quarters (treated as a single accounting
period) divided by (B) a ten percent (10%) capitalization rate,
(ii) the aggregate cash, Short-term Investments of such Person,
(iii) the aggregate accounts receivable for such Person minus a
deduction for straight-line rent credit and (iv) the capitalized
cost of development in progress up to an amount not to exceed ten
percent (10%) of the sum of items (i), (ii), and (iii), provided
that (i) prior to such time as the Borrower has owned and
operated any parcel of Real Estate for four full fiscal quarters,
the Operating Cash Flow with respect to such parcel of Real
Estate for the number of full fiscal quarters which the Borrower
has owned and operated such parcel of Real Estate as annualized
shall be utilized and (ii) the Operating Cash Flow for any parcel
of Real Estate without a full quarter of performance shall be
annualized in such manner as the Agent shall approve, such
approval not to be unreasonably withheld. In the event that
Borrower shall obtain a replacement tenant for vacant space in
excess of 10,000 rentable square feet, the rent from such tenant
shall be annualized immediately from the date such tenant takes
possession and begins paying rent for the purposes of calculating
Operating Cash Flow; provided, however, any income from such
space previously included in the calculation of Operating Cash
Flow shall be disregarded.
FNBB. BankBoston, N.A., formerly known as The First National
Bank of Boston.
Indemnity Agreement. The Amended and Restated Indemnity
Agreement Regarding Hazardous Materials made by the Borrower and
the Guarantor in favor of the Agent and the Banks, and any
additional Indemnity Agreements Regarding Hazardous Materials
made by the Borrower and the Guarantor in favor of the
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<PAGE> 3
Agent and the Banks, as the same may be modified or amended,
pursuant to which the Borrower and the Guarantor agree to
indemnify the Agent and the Banks with respect to Hazardous
Substances and Environmental Laws, such Indemnity Agreements to
be in form and substance satisfactory to the Majority Banks.
Majority Banks. As of any date, the Bank or Banks whose
aggregate Commitment Percentage is more than sixty-six and
two-thirds percent (66 2/3%); 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; and
provided, further, that the Agent must always be among the
Majority Banks except that after an Event of Default described in
Section 12.1(a) or (b) decisions of the Majority Banks to
accelerate and/or exercise remedies pursuant to Section 12.5
shall be made without regard to whether the Agent is among the
Majority Banks. FNBB acknowledges and agrees that its voting
rights shall be based upon its Commitment Percentage and not upon
the face amount of its Note.
Rent Roll. A rent roll prepared by the Borrower in the form
customarily used by the Borrower and approved by the Agent, such
approval not to be unreasonably withheld.
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 Fifty-Six Million Dollars ($56,000,000.00),
with FNBB having a Commitment of $31,000,000.00 and NBD having a
Commitment of $25,000,000.00, provided that the Total Commitment
shall increase up to a maximum of $75,000,000.00 as and when one
or more Banks acquires all or a portion of the remaining
available Commitment of $19,000,000.00.
Under Development. Any Real Estate shall be considered under
development until such time as (i) a Certificate of Occupancy has
been obtained or the Borrower has delivered to the Agent other
evidence satisfactory to the Agent indicating that occupancy of
such development is lawful, and (ii) the gross income from the
operation of such Real Estate on an accrual basis shall have
equaled or exceeded operating costs on an accrual basis for three
(3) months.";
(b) By inserting the words "(or, with the consent of the
Banks, a period of less than one (1) month)" following the words "six months"
appearing in the second (2nd) line of the definition of the term "Interest
Period" appearing in Section 1.1 of the Credit Agreement;
(c) By inserting the following sentence at the end of Section
2.1 of the Credit Agreement:
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<PAGE> 4
"Notwithstanding anything herein to the contrary, FNBB shall have no
obligation to make Loans to the Borrower in the maximum aggregate
principal amount outstanding of more than $31,000,000.00, and no other
Bank shall have any obligation to make Loans to the Borrower in the
maximum aggregate principal amount outstanding of more than the face
amount of its Note, provided that the Total Commitment shall be
increased up to a maximum of $75,000,000.00 as and when one or more
Banks shall acquire all or a portion of the remaining Commitment of
$19,000,000.00 as provided herein. In connection with the increase in
FNBB's Commitment and at such time as the Total Commitment is increased,
the Banks shall reallocate the outstanding principal balance of the
Loans among themselves to be consistent with the Commitment Percentage
of each Bank."
(d) By deleting the second sentence of Section 2.3 of the
Credit Agreement in its entirety, and inserting in lieu thereof the following:
"One Note shall be payable to the order of each Bank in the principal
amount equal to such Bank's Commitment or, if less, the outstanding
amount of all Loans made by such Bank, plus interest accrued thereon, as
set forth below (provided that, without increasing the Commitment of
FNBB, the Note delivered to FNBB shall be in the principal amount equal
to the sum of FNBB's Commitment (that amount being $31,000,000.00), the
remaining Commitment of $19,000,000.00, and an additional amount of
$25,000,000.00. The parties hereto acknowledge that although the
aggregate face amount of the Notes equals $100,000,000.00, the Banks
have no obligation to increase the Total Commitment above $75,000,000.00
after one or more Banks acquires all or a portion of the remaining
available Commitment of $19,000,000.00. The excess $25,000,000.00
component has been included within the FNBB Note at the request of the
Borrower in order to facilitate the increase of the Total Commitment at
a later date in the event that the Banks approve such increase in their
sole discretion. In the event that the Borrower desires to obtain an
increase in the Total Commitment to $100,000,000.00 the Borrower shall
provide written notice of such request to the Agent, and the Agent shall
promptly notify the Banks of such request. The Borrower acknowledges
that the Banks have no agreement to increase the Total Commitment to
$100,000,000.00, and that any such increase shall be subject to such
terms and conditions as the Agent and the Banks may require.";
(e) By deleting Section 2.5 of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"Section 2.5. Requests for Loans. The Borrower (i) shall notify the
Agent of a potential request for a Loan as soon as possible prior to the
Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written
notice in the form of Exhibit B hereto (or telephonic notice confirmed in
writing in the form of Exhibit B hereto) of each Loan requested hereunder (a
"Loan Request") no less than three (3) Business Days prior to the proposed
Drawdown Date. Each such notice shall specify with respect to the requested
Loan the proposed principal amount, Drawdown Date, Interest Period (if
applicable) and Type. Each such notice shall also contain
4
<PAGE> 5
(i) a statement as to the purpose for which such advance shall be or has been
used (which purpose shall be in accordance with the terms of Section 7.11),
(ii) in the case of any advance relating to any Capital Improvement Project to
a Mortgaged Property and if requested by the Agent, delivery to the Agent
within thirty (30) days thereafter of affidavits, lien waivers or other
evidence reasonably satisfactory to the Majority Banks showing that all
materialmen, laborers, subcontractors and any other parties who might or could
claim statutory or common law liens and are furnishing or have furnished
material or labor to the Mortgaged Property have been paid all amounts due for
such labor and materials, and (iii) a certification by the chief financial or
chief accounting officer of the general partner of the Borrower that the
Borrower is and will be in compliance with all covenants under the Loan
Documents after giving effect to the making of such Loan. Notwithstanding
anything in this Section 2.5 to the contrary, the Borrower shall be permitted
to use the proceeds of a Loan to reimburse the Borrower for amounts paid from
its own funds to acquire Real Estate, to develop undeveloped Real Estate
(subject to the restrictions set forth in Section 8.9) or for Capital
Improvement Projects with respect thereto. Promptly upon receipt of any such
notice, the Agent shall notify each of the Banks thereof. Except as provided
in this Section 2.5, each such Loan Request shall be irrevocable and binding on
the Borrower and shall obligate the Borrower to accept the Loan requested from
the Banks on the proposed Drawdown Date, provided that, in addition to the
Borrower's other remedies against any Bank which fails to advance its
proportionate share of a requested Loan, such Loan Request may be revoked by
the Borrower by notice received by the Agent no later than the Drawdown Date if
any Bank fails to advance its proportionate share of the requested Loan in
accordance with the terms of this Agreement, provided further that the Borrower
shall be liable in accordance with the terms of this Agreement to any Bank
which is prepared to advance its proportionate share of the requested Loan for
any costs, expenses of damages actually incurred by such Bank as a result of
the Borrower's election to revoke such Loan Request. Nothing herein shall
prevent the Borrower from seeking recourse against any Bank that fails to
advance its proportionate share of a requested Loan as required by this
Agreement. The Borrower may without cost or penalty revoke a Loan Request by
delivering notice thereof to each of the Banks no later than three (3) Business
Days prior to the Drawdown Date. Each Loan Request shall be (a) for a Base
Rate Loan in the minimum aggregate amount of $500,000 or an integral multiple
of $100,000 in excess thereof, or (b) for a LIBOR Rate Loan in a minimum
aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess
thereof; provided, however, that there shall be no more than six (6) LIBOR Rate
Loans outstanding at any one time (or eight (8) in the event that the Total
Commitment is increased to $100,000,000.00). In the event that the proceeds
from such Loan have been or are to be used for a purpose other than a Capital
Improvement Project, then the Borrower shall provide to the Agent as soon as
practicable such evidence as the Majority Banks shall reasonably require to
evidence that such funds have been used for such purpose (which evidence may
include, without limitation, a closing statement).";
(f) By deleting the words "four (4) LIBOR Rate Loans
outstanding at any one time" appearing in the twelfth (12th) line of Section
4.1 of the Credit Agreement and inserting in lieu thereof the words "six (6)
LIBOR Rate Loans outstanding at any one time (or eight (8) in the event that
the Total Commitment is increased to $100,000,000.00)";
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<PAGE> 6
(g) By inserting the following sentence at the end of Section
4.2 of the Credit Agreement: "Borrower shall also pay to FNBB certain fees for
services rendered or to be rendered in connection with the Loan as provided
pursuant to the Agreement Regarding Fees dated as of June 16, 1997 between the
Borrower and FNBB.";
(h) By inserting the following sentence at the end of Section
5.4 of the Credit Agreement:
"It is acknowledged and agreed that the foregoing fee is intended to
compensate the Banks for their travel and internal due diligence review,
provided that the Borrower shall remain liable for the payment of all of
the Agent's other costs associated with such substitution, including,
but not limited to, appraisal fees, legal costs, and costs of
environmental, engineering and structural studies.";
(i) By deleting Section 7.4 of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"Section 7.4. Financial Statements, Certificates and Information. The
Borrower and Guarantor will deliver or cause to be delivered to each of the
Banks:
(a) as soon as practicable, but in any event not later than
one hundred (100) days after the end of each fiscal year of the Guarantor, the
audited consolidated balance sheet of the Guarantor and its Subsidiaries at the
end of such year, and the related audited consolidated statements of income,
changes in shareholder's equity and cash flows for such year, each setting
forth in comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with generally
accepted accounting principles, and accompanied by an auditor's report prepared
without qualification by Deloitte & Touche, or by another "Big Six" accounting
firm, the Form 10-K filed with the SEC (unless the SEC has approved an
extension, in which event Guarantor will deliver to the Agent and each of the
Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a
statement of the Borrower's taxable net income for the prior fiscal year, and
any other information the Banks may need to complete a financial analysis of
the Guarantor and its Subsidiaries;
(b) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of each of the first three fiscal quarters
of the Borrower and Guarantor, respectively, copies of the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries and the
Guarantor and its Subsidiaries, respectively, as at the end of such quarter,
and the related unaudited consolidated statements of income, changes in
shareholder's equity and cash flows for the portion of the Borrower's and
Guarantor's, respectively, fiscal year then elapsed, and a statement showing
the aging of the receivables and payables for the Mortgaged Properties, all in
reasonable detail and prepared in accordance with generally accepted accounting
principles (which, as to the Guarantor, may be provided by inclusion in the
Form 10-Q of the Guarantor for such period provided pursuant to subsection (c)
below), together with a certification by the principal financial or accounting
officer of the Borrower and the Guarantor,
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<PAGE> 7
respectively, that the information contained in such financial statements
fairly presents the financial position of such Person and its Subsidiaries on
the date thereof (subject to year-end adjustments) (provided that the Borrower
shall not be required to provide such consolidated statements in the event that
such statements would be substantially similar to the consolidated statements
provided by Guarantor);
(c) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of each of the first three fiscal quarters
of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless
the SEC has approved an extension in which event the Guarantor will deliver
such copies of the Form 10-Q to the Agent and each of the Banks simultaneously
with delivery to the SEC);
(d) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of the first three fiscal quarters of the
Borrower, copies of a consolidated statement of Operating Cash Flow for such
fiscal quarter for the Borrower and its Subsidiaries and a statement of
Operating Cash Flow for such fiscal quarter for the Borrower and each of the
Mortgaged Properties, prepared on a basis consistent with the statement
furnished pursuant to Section 6.4(c) together with a certification by the chief
financial or chief accounting officer of the general partner of the Borrower,
that the information contained in such statement fairly presents the Operating
Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for
such period;
(e) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a statement (a
"Compliance Certificate") certified by the principal financial or accounting
officer of the general partner of the Borrower in the form of Exhibit C hereto
(or in such other form as the Agent may approve from time to time) setting
forth in reasonable detail computations evidencing compliance with the
covenants contained in Section 9 and the other covenants described therein, and
(if applicable) reconciliations to reflect changes in generally accepted
accounting principles since the Balance Sheet Date;
(f) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the SEC or sent to the
stockholders of the Guarantor or the partners of the Borrower;
(g) as soon as practicable but in any event not later than
fifty-five (55) days after the end of each fiscal quarter of the Borrower
(including the fourth fiscal quarter in each year), an updated Rent Roll
aggregating information for the Mortgaged Properties and rolling four quarter
operating statements and tenant sales reports with respect to the Mortgaged
Properties, such statements and reports to be in form reasonably satisfactory
to the Majority Banks;
(h) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, the following with
respect to each acquisition of an interest in Real Estate having a fair market
value in excess of $10,000,000.00 by the Borrower or any of
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<PAGE> 8
its Subsidiaries (which for the purposes of this Section 7.4(h) shall include
the Investments described in Section 8.3(i), provided that with respect to the
Investments described in Section 8.3(i), the following items shall be provided
to the extent reasonably available to the Borrower or its Subsidiaries): (i)
the closing statement relating to such acquisition, (ii) a description of the
property acquired, (iii) a certificate from the chief financial or accounting
officer of the Borrower stating that (A) an environmental site assessment has
been prepared by an Environmental Engineer and such assessment contains no
material qualifications with respect to such Real Estate and (B) a statement of
condition of such Real Estate has been prepared by a construction engineer and
such statement contains no material qualifications, and (iv) a historical
operating statement of such Real Estate for such period as may be available to
the Borrower and a current rent roll for such Real Estate;
(i) promptly after they are filed with the Internal Revenue
Service, copies of all annual federal income tax returns and amendments thereto
of the Borrower and the Guarantor;
(j) promptly upon completion, copies of such market studies
relating to the Mortgaged Property and the other Eligible Real Estate as are
from time to time prepared by or on behalf of the Borrower or its Subsidiaries;
(k) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, each of the following
with respect to each acquisition of an interest in a Subsidiary: (i) the name
and structure of the Subsidiary, (ii) a description of the property owned by
such Subsidiary, and (iii) such other information as the Agent may reasonably
request;
(l) simultaneously with the delivery of the financial
statement referred to in subsection (a) above, a statement (i) listing the Real
Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or
its Subsidiaries owns an interest) and stating the location thereof, the date
acquired and the acquisition cost, (ii) listing the Indebtedness of the
Borrower and its Subsidiaries (excluding Indebtedness of the type described in
Section 8.1(b)-(e)), which statement shall include, without limitation, a
statement of the original principal amount of such Indebtedness and the current
amount outstanding, the holder thereof, the maturity date and any extension
options, the interest rate, the collateral provided for such Indebtedness and
whether such Indebtedness is recourse or non-recourse, and (iii) listing the
properties of the Borrower and its Subsidiaries which are under "development"
(as used in Section 8.9) and providing a brief summary of the status of such
development;
(m) not later than thirty (30) days prior to the end of each
fiscal year of the Borrower a budget and business plan for the next fiscal
year;
(n) as soon as practicable, but in any event not later than
one hundred (100) days after the end of each fiscal year of the Borrower, the
unaudited consolidated balance sheet of the Borrower and its Subsidiaries at
the end of such year, and the related unaudited
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<PAGE> 9
consolidated statements of income, changes in shareholder's equity and cash
flows for such year, each setting forth in comparative form the figures for the
previous fiscal year and all such statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles, and
accompanied by a certification by the principal financial or accounting officer
of the Borrower that the information contained in such financial statements
fairly presents the financial position of the Borrower and its Subsidiaries on
the date thereof (provided, however, that Borrower shall not be required to
provide such statements in the event that such statements would be
substantially similar to the consolidated statements provided by Guarantor);
and
(o) from time to time such other financial data and
information in the possession of the Borrower, Guarantor or their respective
Subsidiaries (including without limitation auditors' management letters,
property inspection and environmental reports and information as to zoning and
other legal and regulatory changes affecting the Borrower or Guarantor) as the
Agent may reasonably request;
(j) By deleting the number A$1,000,000.00" appearing in the
seventh (7th) line of Section 7.5(e) of the Credit Agreement, and inserting in
lieu thereof the number A$10,000,000.00";
(k) By deleting the number A$1,000,000.00" appearing in the
third (3rd) line of Section 8.8 of the Credit Agreement, and inserting in lieu
thereof the number A$10,000,000.00";
(l) By deleting Section 8.9 of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"Neither the Borrower, the Guarantor nor any of their respective
Subsidiaries shall engage, directly or indirectly, in any development other
than development of property to be used principally for retail shopping centers
which at any time has a total cost (including acquisition, construction and
other costs) individually for each development project not in excess of ten
percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower
and the Guarantor and in the aggregate for all development projects not in
excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value
of the Borrower and the Guarantor, without the prior written consent of the
Majority Banks. For purposes of this Section 8.9, the term "development" shall
include the new construction of a shopping center complex or the substantial
renovation of improvements to real property which materially change the
character or size thereof, but shall not include the addition of amenities or
other related facilities to existing Real Estate which is already used
principally for shopping centers; provided, however, that the term
"development" shall not include the addition of an anchor store to an existing
shopping center project provided that the construction of such improvements is
performed by the tenant, and the Borrower, the Guarantor or its respective
Subsidiary, as applicable, is only obligated to reimburse such tenant for a
fixed amount with respect to the cost of such construction upon completion of
such construction by such tenant. The Borrower and the Guarantor each
acknowledges that the decision of the Majority Banks to grant or withhold such
consent shall be based on such factors as the Majority Banks deem relevant in
their sole discretion, including
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<PAGE> 10
without limitation, evidence of sufficient funds both from borrowings and
equity to complete such development and evidence that the Borrower, the
Guarantor or either of its Subsidiaries has the resources and expertise
necessary to complete such project. Nothing herein shall prohibit the
Borrower, the Guarantor or any of their respective Subsidiaries thereof from
entering into an agreement to acquire Real Estate which has been developed and
initially leased by another Person. Neither the Borrower, the Guarantor nor
any Subsidiary shall acquire or hold any number of undeveloped parcels of Real
Estate which in the aggregate exceed five percent (5%) of the Consolidated
Total Adjusted Asset Value of the Borrower and the Guarantor without the prior
written consent of the Majority Banks, provided that the acquisition or holding
of any outlots or property adjacent to any Real Estate owned by the Borrower,
the Guarantor or any Subsidiary shall not be deemed to be an undeveloped parcel
of Real Estate for this purpose and options to acquire any property shall not
be deemed an acquisition or holding of such property. Further, any new
development project engaged in by the Borrower, the Guarantor or any Subsidiary
shall be either (a) at least seventy percent (70%) pre-leased, including all
anchors, or under a purchase agreement and all construction bids shall be in
place and any such development shall continue to be deemed an undeveloped
parcel until such time as construction commences, or (b) sufficiently
pre-leased such that based on such leases the gross income from such leases
upon completion of such project shall equal or exceed projected operating
expenses (including reserves for expenses not paid on a monthly basis).;"
(m) By deleting Section 12.1(c) of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"(n) the Borrower or the Guarantor shall fail to comply with
any covenant contained in Section 9, and such failure shall continue for thirty
(30) days after written notice thereof shall have been given to the Borrower by
the Agent; provided, however, that no such cure period shall be available for a
failure to comply with Section 9.5 to the extent that such Default relates to
an event described in Section 12.1(s);";
(o) By deleting Section 12.1(d) of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"(p) The Borrower or the Guarantor or any of its 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 above
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;
provided, however, that in the event that such failure shall be a failure to
comply with the terms of Section 8.7(a), the Borrower shall be afforded a
period of one (1) fiscal quarter to cure such failure provided that the
Distribution which caused such failure was historically consistent with prior
dividends;"
(q) By deleting Section 12.1(p) of the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
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"(r) Without the prior written approval of the Agent, Joel
Gershenson, Dennis Gershenson, Richard Gershenson, Bruce Gershenson and Michael
Ward, their family members or estate planning trusts established for their
benefit, shall in the aggregate own, directly or indirectly, less than fifty
percent (50%) of the issued and outstanding partnership interests or shares of
the Borrower and the Guarantor, as applicable, on a consolidated basis, owned
by such Persons in the aggregate as of June 16, 1997;";
(q) By inserting the following paragraph as Section 12.1(s) of
the Credit Agreement:
"(r) the Borrower shall fail to comply with the covenant
contained in Section 9.5 solely as a result of the loss of an anchor tenant
from a single Mortgaged Property and the Borrower shall not be in compliance
with such covenant within sixty (60) days of the occurrence of such event (it
being agreed that during such sixty (60) day period, a Default shall not have
occurred hereunder, but an Event of Default shall immediately occur thereafter
if such failure is not corrected within such sixty (60) day period); provided
that during such sixty (60) day period the Banks shall have no obligation to
advance proceeds of the Loan;";
"(s) By inserting the following sentence at the end of Section
18.1 of the Credit Agreement: "Upon any such assignment, the Agent may
unilaterally amend Schedule 1 to reflect any such assignment;";
(t) By deleting Exhibit B attached to the Credit Agreement in
its entirety and inserting in lieu thereof Exhibit B attached to this
Amendment;
(s) By deleting Appendix A attached to Exhibit C of the Credit
Agreement in its entirety, and inserting in lieu thereof Appendix A attached to
this Amendment; and
(t) By deleting Schedule 1 attached to the Credit Agreement in
its entirety and inserting in lieu thereof Schedule 1 attached to this
Amendment.
3. Restated Notes. In connection with the modification of the
Credit Agreement described herein, the Borrower shall execute and deliver to
each of the Banks a separate amended and restated promissory note in
substantially the form of Exhibit A hereto, dated as of the date hereof and
completed with appropriate insertions, which notes shall be the "Notes"
described in the Credit Agreement. One Note shall be payable to the order of
each Bank in the principal amount equal to such Bank's Commitment, except as
provided in this Amendment with respect to the Note payable to FNBB.
4. Modification of the Guaranty. Guarantor, the Banks and the Agent
do hereby modify and amend the Guaranty by deleting in its entirety the fourth
paragraph appearing on page 1 of the Guaranty, and inserting in lieu thereof
the following:
AWHEREAS, Debtor, Guarantor, the Banks and Agent entered into that
certain Amended and Restated Master Revolving Credit Agreement dated as of June
24, 1996, as
11
<PAGE> 12
amended by that certain First Amendment to Amended and Restated Master
Revolving Credit Agreement and other Loan Documents dated as of May 22, 1997
among Debtor, Guarantor, the Banks and Agent, as amended by that certain Second
Amendment to Amended and Restated Master Revolving Credit Agreement and Other
Loan Documents dated as of June 16, 1997 among Debtor, Guarantor, the Banks and
Agent (as the same may hereafter be amended, supplemented or modified from time
to time, the "Credit Agreement"); and
WHEREAS, Guarantor executed that certain Amended and Restated
Unconditional Guaranty of Payment and Performance (the "Amended and Restated
Guaranty") dated June 24, 1996, whereby Debtor will become liable for the
Obligations (as defined in the Credit Agreement) including, without
limitation, loans and other financial accommodations from the Banks under the
Credit Agreement of up to $100,000,000 (all Obligations being hereinafter
referred to as the "Indebtedness"); and".
5. Modification of the Amended and Restated Indemnity Agreement.
Borrower, Guarantor, the Banks and the Agent do hereby modify and amend the
Amended and Restated Indemnity Agreement as follows:
(a) By deleting the words "(the ACredit Agreement")" appearing
in the sixth (6th) line of the introductory paragraph of the Amended and
Restated Indemnity Agreement, and inserting in lieu thereof the words A, as
amended by that certain First Amendment to Amended and Restated Master
Revolving Credit Agreement and Other Loan Documents dated as of May 22, 1997
among Borrower, Guarantor, Agent and the Banks, and that certain Second
Amendment to Amended and Restated Master Revolving Credit Agreement and Other
Loan Documents dated as of June 16, 1997 among Borrower, Guarantor, Agent and
the Banks (as the same may be now or hereafter amended, supplemented or
modified, the "Credit Agreement")"; and
(b) By deleting the fifth and sixth "WHEREAS" paragraphs
appearing on page 1 of the Amended and Restated Indemnity Agreement in their
entirety, and inserting in lieu thereof the following:
"WHEREAS, the Banks have increased their commitment to provide loans to
Borrower on a revolving credit basis pursuant to the terms and conditions of
the Credit Agreement (the "Loans");
"WHEREAS, the Loans are or will be evidenced by certain Amended and
Restated Notes from Borrower to the Banks in the aggregate face amount of
$100,000,000 (the "Notes") and secured by, among other things, those certain
mortgages, deeds of trust or deeds to secure debt and security agreements from
Borrower to Agent, on behalf of the Banks, conveying the Properties and to be
recorded in the public records of the counties where such Properties are
located (together with all amendments, modifications, consolidations,
increases, supplements and extensions thereof, collectively the "Mortgages" and
individually, a "Mortgage");".
12
<PAGE> 13
6. Modification of the Supplemental Indemnity Agreement. Borrower,
Guarantor, the Banks and the Agent do hereby modify and amend the Supplemental
Indemnity Agreement as follows:
(a) All references in the Supplemental Indemnity Agreement to
the Credit Agreement shall be a reference to the Credit Agreement, as amended
by that certain First Amended to Amended and Restated Master Revolving Credit
Agreement and Other Loan Documents dated as of May 22, 1997 among Borrower,
Guarantor, Agent and the Banks, and that certain Second Amendment to Amended
and Restated Master Revolving Credit Agreement and Other Loan Documents dated
as of June 16, 1997 among Borrower, Guarantor, Agent and the Banks; and
(b) By deleting the number A$50,000,000" appearing in the
first (1st) line of the third (3rd) "WHEREAS" paragraph appearing on page 1 of
the Supplemental Indemnity Agreement and in the second (2nd) line of the fourth
(4th) "WHEREAS" paragraph appearing on page 1 of the Supplemental Indemnity
Agreement, and inserting in lieu thereof the number "100,000,000.00".
7. References to Credit Agreement, Notes, Guaranty and Indemnity
Agreement. All references in the Loan Documents to the Credit Agreement, the
Notes, the Guaranty, the Amended and Restated Indemnity Agreement and the
Supplemental Indemnity Agreement shall be deemed a reference to the Credit
Agreement, the Notes, the Guaranty, the Amended and Restated Indemnity
Agreement and the Supplemental Indemnity Agreement, as applicable, as modified
and amended herein.
8. Consent of Guarantor. By execution of this Amendment, Guarantor
hereby expressly consents to the modifications and amendments relating to the
Credit Agreement, the Notes, the Amended and Restated Indemnity Agreement and
the Supplemental Indemnity Agreement as set forth herein and the modifications
and amendments to each of the Security Deeds and Assignment of Leases and Rents
contemporaneously herewith, and Guarantor hereby acknowledges, represents and
agrees that the Guaranty remains in full force and effect and constitutes the
valid and legally binding obligation of Guarantor, enforceable against
Guarantor in accordance with its terms, that the Guaranty extends to and
applies to the foregoing documents as modified and amended, and that the
execution and delivery of this Amendment does not constitute, and shall not be
deemed to constitute, a release, waiver or satisfaction of Guarantor's
obligations under the Guaranty.
9. No Default. By execution hereof, the Borrower and Guarantor
certify that the Borrower and Guarantor are and will be in compliance with all
covenants under the Loan Documents after the execution and delivery of this
Amendment and the other amendments being delivered by the Borrower
contemporaneously herewith, and that no Default or Event of Default has
occurred and is continuing.
13
<PAGE> 14
10. Waiver of Claims. Borrower and Guarantor acknowledge, represent
and agree that Borrower and Guarantor have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Loan Documents, the administration or funding of the Loans or with
respect to any acts or omissions of Agent or any of the Banks, or any past or
present officers, agents or employees of Agent or any of the Banks, and each of
Borrower and Guarantor does hereby expressly waive, release and relinquish any
and all such defenses, setoffs, claims, counterclaims and causes of action, if
any.
11. Ratification. Except as hereinabove set forth, all terms,
covenants and provisions of the Credit Agreement, the Notes, the Guaranty, the
Amended and Restated Indemnity Agreement and the Supplemental Indemnity
Agreement remain unaltered and in full force and effect, and the parties hereto
do hereby expressly ratify and confirm the Credit Agreement, the Notes, the
Guaranty, the Amended and Restated Indemnity Agreement and the Supplemental
Indemnity Agreement as modified and amended herein. Nothing in this Amendment
shall be deemed or construed to constitute, and there has not otherwise
occurred, a novation, cancellation, satisfaction, release, extinguishment or
substitution of the indebtedness evidenced by the Notes or the other
obligations of Borrower and Guarantor under the Loan Documents.
12. Counterparts. This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.
13. Miscellaneous. This Amendment shall be construed and enforced in
accordance with the laws of the State of Michigan. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in
the Credit Agreement, the Notes, the Guaranty, the Amended and Restated
Indemnity Agreement and the Supplemental Indemnity Agreement.
IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited
partnership, by its sole general partner
By: Ramco-Gershenson Properties Trust, a
Massachusetts business trust
By:/s/ Authorized Signature
-----------------------------
Name:
Title:
[SEAL]
14
<PAGE> 15
GUARANTOR:
RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust
By: /s/ Authorized Signature
----------------------------
Name:
Title:
[SEAL]
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston),
individually and as Agent
By: /s/ JEFFREY L. WARWICK
----------------------------
Jeffrey L. Warwick, Director
[BANK SEAL]
NBD BANK
By: /s/ Authorized Signature
----------------------------
Title:
[BANK SEAL]
15
<PAGE> 16
APPENDIX A
SCHEDULE 1
BANKS AND COMMITMENTS
<TABLE>
<CAPTION>
Commitment
Commitment Percentage
---------- --------------
<S> <C> <C>
The First National Bank of Boston $31,000,000.00 55.357143%
100 Federal Street
Boston, Massachusetts 02110
Attn: Real Estate Division
LIBOR Lending Office
Same as above
NBD Bank $25,000,000.00 44.642857%
611 Woodward Avenue, 3rd Floor
Detroit, Michigan 48226
Attn: Commercial Real Estate Division
LIBOR Lending Office
Same as above
-------------- ---------
$56,000,000.00 100%
</TABLE>
<PAGE> 1
EXHIBIT 10.28
AMENDED AND RESTATED NOTE
$55,000,000.00 As of June 24, 1996
FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, hereby promises to pay to BANKBOSTON, N.A.
(formerly known as The First National Bank of Boston) or order, in accordance
with the terms of that certain Amended and Restated Master Revolving Credit
Agreement dated as of June 24, 1996 among the undersigned, The First National
Bank of Boston (now known as BankBoston, N.A.), for itself and as Agent, NBD
Bank and such other Banks as may be from time to time named therein, as amended
by that certain First Amendment to Amended and Restated Master Revolving Credit
Agreement and Other Loan Documents dated as of May 22, 1997, that certain
Second Amendment to Amended and Restated Master Revolving Credit Agreement and
Other Loan Documents dated as of June 16, 1997, and that certain Third
Amendment to Amended and Restated Master Revolving Credit Agreement and Other
Loan Documents dated as of July 18, 1997, as from time to time in effect (the
"Credit Agreement"), to the extent not sooner paid, on or before the Maturity
Date, the principal sum of FIFTY-FIVE MILLION AND NO/100 DOLLARS
($55,000,000.00), or such amount as may be advanced by the payee hereof under
the Credit Agreement with daily interest from the date hereof, computed as
provided in the Credit 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 Credit 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 Credit Agreement.
Interest shall be payable on the dates specified in the Credit 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 Credit Agreement.
Payments hereunder shall be made to BankBoston, N.A. (formerly known as
The First National Bank of Boston), as Agent for the payee hereof, 100 Federal
Street, Boston, Massachusetts 02110.
This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit 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 Credit Agreement, and may
be prepaid in whole or from time to time in part, all as set forth in the
Credit 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
1
<PAGE> 2
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 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 Credit Agreement. In addition to and not in limitation
of the foregoing and the provisions of the Credit 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 Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.
This Note and certain other notes executed contemporaneously herewith
are replacement notes for that certain Amended and Restated Note dated as of
June 24, 1996 made by the undersigned to the order of BankBoston, N.A. in the
principal face amount of $75,000,000.00, which replacement notes are being
executed and delivered by the undersigned pursuant to Section 18.3 of the
Credit Agreement.
RAMCO-GERSHENSON PROPERTIES, L.P.
By: Ramco-Gershenson Properties Trust, its
general partner
By: /s/ Authorized Signature
--------------------------------
Title:
--------------------------
2
<PAGE> 1
EXHIBIT 10.29
AMENDED AND RESTATED NOTE
$10,000,000.00 As of June 24, 1996
FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, hereby promises to pay to BANKERS TRUST COMPANY
or order, in accordance with the terms of that certain Amended and Restated
Master Revolving Credit Agreement dated as of June 24, 1996 among the
undersigned, The First National Bank of Boston (now known as BankBoston, N.A.),
for itself and as Agent, NBD Bank and such other Banks as may be from time to
time named therein, as amended by that certain First Amendment to Amended and
Restated Master Revolving Credit Agreement and Other Loan Documents dated as of
May 22, 1997, that certain Second Amendment to Amended and Restated Master
Revolving Credit Agreement and Other Loan Documents dated as of June 16, 1997,
and that certain Third Amendment to Amended and Restated Master Revolving
Credit Agreement and Other Loan Documents dated as of July 18, 1997, as from
time to time in effect (the "Credit Agreement"), to the extent not sooner paid,
on or before the Maturity Date, the principal sum of TEN MILLION AND NO/100
DOLLARS ($10,000,000.00), or such amount as may be advanced by the payee hereof
under the Credit Agreement with daily interest from the date hereof, computed
as provided in the Credit 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 Credit 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 Credit
Agreement. Interest shall be payable on the dates specified in the Credit
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 Credit Agreement.
Payments hereunder shall be made to BankBoston, N.A. (formerly known as
The First National Bank of Boston), as Agent for the payee hereof, 100 Federal
Street, Boston, Massachusetts 02110.
This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit 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 Credit Agreement, and may
be prepaid in whole or from time to time in part, all as set forth in the
Credit 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
<PAGE> 2
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 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 Credit Agreement. In addition to and not in limitation
of the foregoing and the provisions of the Credit 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 Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.
This Note and certain other notes executed contemporaneously herewith
are replacement notes for that certain Amended and Restated Note dated as of
June 24, 1996 made by the undersigned to the order of BankBoston, N.A. in the
principal face amount of $75,000,000.00, which replacement notes are being
executed and delivered by the undersigned pursuant to Section 18.3 of the
Credit Agreement.
RAMCO-GERSHENSON PROPERTIES, L.P.
By: Ramco-Gershenson Properties Trust, its
general partner
By: /s/ Authorized Signature
--------------------------
Title:
----------------------
2
<PAGE> 1
EXHIBIT 10.30
AMENDED AND RESTATED NOTE
$10,000,000.00 As of June 24, 1996
FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, hereby promises to pay to MICHIGAN NATIONAL BANK
or order, in accordance with the terms of that certain Amended and Restated
Master Revolving Credit Agreement dated as of June 24, 1996 among the
undersigned, The First National Bank of Boston (now known as BankBoston, N.A.),
for itself and as Agent, NBD Bank and such other Banks as may be from time to
time named therein, as amended by that certain First Amendment to Amended and
Restated Master Revolving Credit Agreement and Other Loan Documents dated as of
May 22, 1997, that certain Second Amendment to Amended and Restated Master
Revolving Credit Agreement and Other Loan Documents dated as of June 16, 1997,
and that certain Third Amendment to Amended and Restated Master Revolving
Credit Agreement and Other Loan Documents dated as of July 18, 1997, as from
time to time in effect (the "Credit Agreement"), to the extent not sooner paid,
on or before the Maturity Date, the principal sum of TEN MILLION AND NO/100
DOLLARS ($10,000,000.00), or such amount as may be advanced by the payee hereof
under the Credit Agreement with daily interest from the date hereof, computed
as provided in the Credit 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 Credit 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 Credit
Agreement. Interest shall be payable on the dates specified in the Credit
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 Credit Agreement.
Payments hereunder shall be made to BankBoston, N.A. (formerly known as
The First National Bank of Boston), as Agent for the payee hereof, 100 Federal
Street, Boston, Massachusetts 02110.
This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit 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 Credit Agreement, and may
be prepaid in whole or from time to time in part, all as set forth in the
Credit 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
1
<PAGE> 2
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 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 Credit Agreement. In addition to and not in limitation
of the foregoing and the provisions of the Credit 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 Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.
This Note and certain other notes executed contemporaneously herewith
are replacement notes for that certain Amended and Restated Note dated as of
June 24, 1996 made by the undersigned to the order of BankBoston, N.A. in the
principal face amount of $75,000,000.00, which replacement notes are being
executed and delivered by the undersigned pursuant to Section 18.3 of the
Credit Agreement.
RAMCO-GERSHENSON PROPERTIES, L.P.
By: Ramco-Gershenson Properties Trust,
its general partner
By: /s/ Authorized Signature
-------------------------
Title:
-------------------
2
<PAGE> 1
EXHIBIT 10.31
THIRD AMENDMENT TO
AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER REVOLVING CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") made as of this 18th day
of July, 1997, by and among RAMCO-GERSHENSON PROPERTIES, L. P., a Delaware
limited partnership ("Borrower"), RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust ("Guarantor"), BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston), individually ("FNBB"), and NBD BANK ("NBD";
FNBB and NBD are hereinafter referred to collectively as the "Banks"), and
BANKBOSTON, N.A., (formerly known as The First National Bank of Boston), as
Agent (the "Agent").
W I T N E S E T H:
WHEREAS, Borrower, Guarantor, Agent and the Banks entered into that
certain Amended and Restated Master Revolving Credit Agreement dated as of June
24, 1996, as amended by that certain First Amendment to Amended and Restated
Master Revolving Credit Agreement and Other Loan Documents dated as of May 22,
1997 (the "First Amendment") and that certain Second Amendment to Amended and
Restated Master Revolving Credit Agreement dated as of June 16, 1997 (the
"Second Amendment"; such Amended and Restated Master Revolving Credit
Agreement, as amended by the First Amendment and the Second Amendment, is
hereinafter referred to collectively as the "Credit Agreement"); and
WHEREAS, Guarantor has executed and delivered to the Agent and the Banks
that certain Amended and Restated Unconditional Guaranty of Payment and
Performance dated as of June 24, 1996 (the "Guaranty"); and
WHEREAS, the parties hereto desire to enter into the Amendment to modify
and amend certain terms and provisions of the Credit Agreement; and
WHEREAS, as a condition to such modification, Agent and the Banks have
required that Borrower and Guarantor execute this Amendment;
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
1. Definitions. All terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
2. Modification of the Credit Agreement. Borrower, Guarantor, the
Banks and Agent do hereby modify and amend the Credit Agreement as follows:
<PAGE> 2
(a) The parties hereto acknowledge that the references to
"Borrowing Base" appearing in Paragraph 2(a) of the Second Amendment was
inadvertent and is hereby deleted from the Second Amendment;
(b) By inserting the following sentence at the end of the
definition of the term "Borrowing Base" appearing in Section 1.1 of the Credit
Agreement: "Notwithstanding the foregoing, the Borrowing Base attributable to a
Mortgaged Property shall not exceed the amount to which recovery under the
applicable Security Deed is limited unless such Security Deed is modified to
increase the recovery limit to the Borrowing Base amount.";
(c) By deleting in its entirety the definition of the term
"Majority Banks" appearing in Section 1.1 of the Credit Agreement, and
inserting in lieu thereof the following:
"Majority Banks. As of any date, the Bank or Banks whose
aggregate Commitment Percentage is more than sixty-six and
two-thirds percent (66 2/3%); 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.
FNBB acknowledges and agrees that its voting rights shall be
based upon its Commitment Percentage and not upon the face amount
of its Note.";
(d) By deleting the reference to "Section 5.7," appearing in
the definition of "Special Security Documents" appearing in Section 1.1 of the
Credit Agreement and inserting in lieu thereof the reference "Section 5.8,";
(e) By inserting the words "or to issue Letters of Credit"
following the words "to advance proceeds of the Loan" appearing in the last two
(2) lines of Section 12.1(s) of the Credit Agreement;
(f) By inserting the following sentence at the end of Section
14.5(a) of the Credit Agreement: "In the event that the Agent fails to
distribute such amounts within one Business Day as provided above, 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.";
(g) By inserting the following sentence at the end of Section
14.5(b) of the Credit Agreement:
"In the event that Agent shall refrain from making any
distribution of any amount received by it as provided in this
Section 14.5(b), 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, 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."; and
2
<PAGE> 3
(h) By inserting the following paragraph as a new Section
14.11 of the Credit Agreement:
"Section 14.11 Removal of Agent. The Majority Banks may remove
the Agent from its capacity as agent in the event of the Agent's
willful misconduct or gross negligence. Such removal shall be
effective upon appointment and acceptance of a successor agent
selected by the Majority Banks. Any successor Agent must satisfy
the conditions set forth in Section 14.9. 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 rights, powers, privileges and duties of the removed Agent,
and the removed Agent shall be discharged from all further duties
and obligations as Agent under this Agreement and the Loan
Documents (subject to the Agent's right to be indemnified as
provided in the Loan Documents); provided that the Agent shall
remain liable to the extent provided herein or in the Loan
Documents for its acts or omissions occurring prior to such
removal or resignation. 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."
3. References to Credit Agreement, Notes, Guaranty and Indemnity
Agreement. All references in the Loan Documents to the Credit Agreement shall
be deemed a reference to the Credit Agreement as modified and amended herein.
4. Consent of Guarantor. By execution of this Amendment, Guarantor
hereby expressly consents to the modifications and amendments relating to the
Credit Agreement as set forth herein, and Guarantor hereby acknowledges,
represents and agrees that the Guaranty remains in full force and effect and
constitutes the valid and legally binding obligation of Guarantor, enforceable
against Guarantor in accordance with its terms, that the Guaranty extends to
and applies to the foregoing documents as modified and amended, and that the
execution and delivery of this Amendment does not constitute, and shall not be
deemed to constitute, a release, waiver or satisfaction of Guarantor's
obligations under the Guaranty.
5. No Default. By execution hereof, the Borrower and Guarantor
certify that the Borrower and Guarantor are and will be in compliance with all
covenants under the Loan Documents after the execution and delivery of this
Amendment, and that no Default or Event of Default has occurred and is
continuing.
6. Waiver of Claims. Borrower and Guarantor acknowledge, represent
and agree that Borrower and Guarantor have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Loan Documents, the administration or funding of the Loans or with
respect to any acts or omissions of Agent or any of the Banks, or any past or
present officers, agents or employees of Agent or any of the Banks, and each of
3
<PAGE> 4
Borrower and Guarantor does hereby expressly waive, release and relinquish any
and all such defenses, setoffs, claims, counterclaims and causes of action, if
any.
7. Ratification. Except as hereinabove set forth, all terms,
covenants and provisions of the Credit Agreement remain unaltered and in full
force and effect, and the parties hereto do hereby expressly ratify and confirm
the Credit Agreement as modified and amended herein. Nothing in this Amendment
shall be deemed or construed to constitute, and there has not otherwise
occurred, a novation, cancellation, satisfaction, release, extinguishment or
substitution of the indebtedness evidenced by the Notes or the other
obligations of Borrower and Guarantor under the Loan Documents.
8. Counterparts. This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.
9. Miscellaneous. This Amendment shall be construed and enforced in
accordance with the laws of the State of Michigan. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in
the Loan Documents.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership, by its
sole general partner
By: Ramco-Gershenson Properties Trust,
a Massachusetts business trust
By: /s/ Authorized Signature
-----------------------------
Name:
Title:
[SEAL]
GUARANTOR:
RAMCO-GERSHENSON PROPERTIES TRUST, a
Massachusetts business trust
By: /s/ Authorized Signature
-----------------------------
Name:
Title:
[SEAL]
BANKBOSTON, N.A. (formerly known as The
First National Bank of Boston),
individually and as Agent
By: /s/ JEFFREY L. WARWICK
-----------------------------
Jeffrey L. Warwick, Director
[BANK SEAL]
NBD BANK
By: /s/ Authorized Signature
-----------------------------
Title:
[BANK SEAL]
5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS, STATEMENT OF
SHAREHOLDERS' EQUITY, STATEMENTS OF CASH FLOWS AND NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,966
<SECURITIES> 0
<RECEIVABLES> 4,544
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 327,748
<DEPRECIATION> 10,617
<TOTAL-ASSETS> 334,094
<CURRENT-LIABILITIES> 16,376
<BONDS> 156,453
0
0
<COMMON> 0
<OTHER-SE> 118,476
<TOTAL-LIABILITY-AND-EQUITY> 334,094
<SALES> 0
<TOTAL-REVENUES> 27,750
<CGS> 0
<TOTAL-COSTS> 8,483
<OTHER-EXPENSES> 6,711
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,112
<INCOME-PRETAX> 6,444
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,595
<EPS-PRIMARY> .65
<EPS-DILUTED> .65
</TABLE>
