RAMCO GERSHENSON PROPERTIES TRUST (Form: 10-K, Received: 03/31/2005 17:17:00)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


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

For the fiscal year ended December 31, 2004


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

For the transition period from to

Commission file number 1-10093

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of Registrant as Specified in its Charter)


Maryland (State or Other Jurisdiction of Incorporation or Organization)		13-6908486 (I.R.S. Employer Identification No.)

31500 Northwestern Highway Farmington Hills, Michigan (Address of Principal Executive Offices)		48334 (zip code)

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

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


		Name of Each Exchange
Title of Each Class		On Which Registered

Common Shares of Beneficial Interest, $0.01 Par Value Per Share		New York Stock Exchange
Series B Cumulative Preferred Shares, $0.01 Par Value Per Share		New York Stock Exchange
Series C Cumulative Convertible Preferred Shares, $0.01 Par Value Per Share		New York Stock Exchange

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

None

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recent completed second fiscal quarter was $407,593,207.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

16,833,441 common shares outstanding as of March 28, 2005.

DOCUMENT INCORPORATED BY REFERENCE

Portions of the 2004 Ramco-Gershenson Properties Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the annual meeting of shareholders to be held on June 7, 2005 are incorporated by reference into Part III.

Website access to Company’s Reports, Codes and Charters

Ramco-Gershenson Properties Trust website address is located at www.rgpt.com . Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15 (d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Our code of ethics for principal officers, our corporate governance guidelines and the charters of the Audit, Compensation and Nomination and Governance committees of our board of trustees, are also posted on our website and are available in print upon request.

TABLE OF CONTENTS


		Item		Page

PART I	1.		Business		2
	2.		Properties		8
	3.		Legal Proceedings		14
	4.		Submission of Matters to a Vote of Security Holders		14
PART II	5.		Market for Registrant’s Common Equity and Related Stockholder Matters		15
	6.		Selected Financial Data		16
	7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	7A.		Quantitative and Qualitative Disclosures About Market Risk		33
	8.		Financial Statements and Supplementary Data		33
	9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		33
	9A.		Controls and Procedures		33
	9B.		Other Information		36
PART III	10.		Directors and Executive Officers of the Registrant		37
	11.		Executive Compensation		37
	12.		Security Ownership of Certain Beneficial Owners and Management		37
	13.		Certain Relationships and Related Transactions		37
	14.		Principal Accountant Fees and Services		37
PART IV	15.		Exhibits and Financial Statement Schedules		37
Consent To Transfer Of Property And Assumption
Reaffirmation, Consent To Transfer And Substitution Of Indemnitor
Reaffirmation, Consent To Transfer And Substitution Of Indemnitor
Amended And Restated Limited Partnership Agreement
First Amendment To Fourth Amended And Restated Master Revolving Credit Agreement
First Amendment to Second Amended And Restated Unsecured Revolving Loan Agreement
Summary Of Compensation For The Board Of Trustees
Nonstatutory Stock Option Agreement
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Code Of Business Conduct And Ethics
Subsidiaries
Consent of Deloitte & Touche LLP
Certification of Dennis E. Gershenson as Principal Executive Officer
Certification of Richard J. Smith as Principal Financial Officer
Section 906 Certification of Dennis E. Gershenson as President and CEO
Section 906 Certification of Richard J. Smith as CFO

The Company restated the accompanying financial statements for 2003 and 2002 to reflect adjustments for misstatements the Company identified in February and March 2005. We determined that the Company had understated its liability for employee bonuses and overstated assets, including leasing costs, related to former tenants. In addition, the Company evaluated the accounting for rental revenues as a result of the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) in a February 2005 letter to the American Institute of Certified Public Accountants. Our evaluation resulted in restating 2003 and 2002 revenue related to the initial timing of recognition of straight line rent. The restatement of our Consolidated Balance Sheet as of December 31, 2003 resulted in a decrease in assets of $700,000 and increase in accrued liabilities of $1.0 million. The restatement of our Consolidated Statements of Income and Comprehensive Income decreased net income by $615,000 and $443,000 for the years ended December 31, 2003 and 2002, respectively.

Unless otherwise expressly stated, all financial information contained herein is presented inclusive of these revisions. See Note 3 of the Notes to Consolidated Financial Statements.

PART I


Item 1.	*Business.*

General

Ramco-Gershenson Properties Trust is a Maryland real estate investment trust organized pursuant to Articles of Amendment and Restatement of Declaration of Trust, dated October 2, 1997.

The terms “we”, “our” or “us” refer to Ramco-Gershenson Properties Trust and/or its predecessors. Our principal office is located at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth-oriented real estate investment trust (“REIT”). From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the business of owning and managing a participating mortgage loan portfolio, and, through its wholly-owned subsidiaries, owning and operating eight real estate properties.

In May 1996, our predecessor, RPS Realty Trust, acquired the Ramco-Gershenson interests through a reverse merger, including substantially all the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating real estate investment trust.

In 1997, with approval from our shareholders, we changed our state of organization from Massachusetts to Maryland by terminating the Massachusetts trust and merging into a newly formed Maryland real estate investment trust.

We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P. (“Operating Partnership”), either directly or indirectly through partnerships or limited liability companies which hold fee title to the properties. We have the exclusive power to manage and conduct the business of our operating partnership. As of December 31, 2004, we owned approximately 85.2% of the interests in our operating partnership.

Operations of the Company. We are engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers in the midwestern, southeastern and mid-Atlantic regions of the United States. As of December 31, 2004, we had a portfolio of 74 shopping centers, with more than 15,300,000 square feet of gross leasable area (“GLA”), located in 13 states.

According to the Urban Land Institute, shopping centers are typically organized in five categories: convenience, neighborhood, community, regional and super regional centers. The shopping centers are

distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold.

Convenience centers include at least three tenants with a GLA of up to 30,000 square feet and are generally anchored by a tenant that provides personal/convenience service such as a mini-market.

Neighborhood centers provide for the sale of personal services and goods for the day-to-day living of the immediate neighborhood. Average GLA of a neighborhood center is approximately 60,000 square feet. These centers may include a grocery store.

Community centers provide, in addition to convenience goods and personal services offered by neighborhood centers, a wider range of soft and hard line goods. Average gross leasable area of a community center ranges between 100,000 and 500,000 square feet. The center may include a grocery store, discount department store, super drug store, and several specialty stores. In some cases a community center may be classified as a power center. A power center may have over 1,000,000 square feet of GLA and include several category specific off-price anchors of 20,000 or more square feet. These anchors typically emphasize hard goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods.

Regional centers, also known as regional malls, are built around two or more full line department stores of generally not less than 50,000 square feet. Their typical size ranges from 250,000 square feet to about 900,000 square feet. Regional malls provide services typical of a business district but are not as extensive as those provided by a super regional mall.

Super regional centers, also known as super regional malls are built around three or more full line department stores of generally not less than 75,000 square feet. Their typical size ranges from 500,000 square feet to more than 1,500,000 square feet. These centers offer an extensive variety of general merchandise, apparel, furniture and home furnishings.

Properties

As of December 31, 2004, we owned and operated a portfolio of 74 shopping centers totaling approximately 15.3 million square feet of GLA located in 13 states. Our properties consist of 73 community shopping centers, of which thirteen are power centers and two are single tenant facilities. We also own one enclosed regional mall.

We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. We believe that centers with a grocery and/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our shopping centers are focused in metropolitan trade areas in the midwestern and the southeastern regions of the United States. We also own and operate three centers in the mid-Atlantic region of the United States. Our anchor tenants include Wal-Mart, Target, Kmart, Kohl’s, Home Depot and Lowe’s Home Improvement. Approximately 55% of our community shopping centers have grocery anchors, including Publix, Kroger, A&P, Super Value, Shop Rite, Kash ‘n Karry, Giant Eagle and Meijer.

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

Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share through internal and external growth. We expect to achieve internal growth and to enhance the value of our properties by increasing their rental income over time through (i) contractual rent increases, (ii) the leasing and re-leasing of available space at higher rental levels, and (iii) the selective renovation of the properties. We intend to achieve external growth through the selective development of new shopping center properties, the acquisition of shopping center properties directly or through one or more joint

venture entities, and the expansion and redevelopment of existing properties. From time to time we have sold mature properties, which have less potential for growth, and redeployed the proceeds from those sales to fund acquisition, development and redevelopment activities, to repay variable rate debt and to repurchase outstanding shares.

As part of our ongoing business strategy, we continue to expand and redevelop existing properties in our shopping center portfolio, depending on tenant demands and market conditions. We plan to take advantage of attractive purchase opportunities by acquiring additional shopping center properties in underserved, attractive and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rental and/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential where we have financial strength, or expansion or redevelopment capabilities which can enhance value, and provide anticipated total returns that will increase our cash available for distribution per share. During 2004, we acquired eight properties at an aggregate cost of $248.4 million. We believe we have an aggressive approach to repositioning, renovating and expanding our shopping centers. Our management team assesses each of our centers annually to identify redevelopment opportunities and proactively engage in value-enhancing activities. Through these efforts, we have improved property values and increased operating income. Our management team also keeps our centers attractive, well-tenanted and properly maintained. In addition, we will continue our strategy to sell non-core assets when properties are not viable redevelopment candidates.

Employment

As of December 31, 2004, we employed 99 corporate employees, including six executives and two executive support personnel, 30 employees in asset management, 14 employees in development and construction, three employees in acquisitions, 18 employees in financial and treasury services, 15 employees in lease administration, seven employees in human resources and office services and four employees in information services. In addition, at December 31, 2004, we employed 42 on-site shopping center maintenance personnel. We believe that our relations with our employees are good. None of our employees are unionized.

Equity Transactions

In June 2004, we issued 1,889,000 Series C Cumulative Convertible Preferred shares in a public offering, resulting in approximately $51.7 million of net proceeds.

Developments and Redevelopment

We currently have three shopping centers under development. All of the centers are anchored by strong, national tenants in areas that are demonstrating exceptional population growth.

In December, we formed a joint venture with Clarion Lion Properties Fund, a private equity real estate fund advised by ING Clarion Partners. The joint venture will acquire up to $450.0 million of stable, well-located community shopping centers in the Southeastern and Midwestern United States. We and Clarion Lion Properties Fund have committed to contribute equity capital of $54.0 million and $126.0 million, respectively to the venture. During 2004, we entered into purchase agreements for nine shopping centers in Florida and Michigan with an aggregate purchase price of $266.3 million. As of December 2004, three centers had been purchased by the joint venture for a total purchase price of $48.0 million. The remaining six shopping centers have been purchased by the joint venture during the first quarter of 2005. This joint venture has 24 months to invest the balance of the $450.0 million capital.

In December, we acquired approximately 293 usable acres of land in Jacksonville, Florida. The shopping complex will be anchored by Wal-Mart and will comprise over one million square feet of GLA when completed. We anticipate that the shopping center will be developed with a joint venture partner. We acquired 164 acres of usable land in a taxable REIT subsidiary to facilitate land sales. Approximately 98 acres were sold to a residential developer and 18.6 acres were sold to Wal-Mart. Total cost for the entire project is estimated at $88.5 million.

In June, we commenced construction of the 400,000 square foot Gaines Marketplace in Gaines Township, Michigan. The development, which is part of an unconsolidated joint venture, will be anchored by a 210,400 square foot Meijer Superstore and a 124,000 square foot Target. Additional tenants are Staples, Logan’s Road House, Panera Bread and Applebee’s. Tenants will begin opening in the spring of 2005. The estimated cost of the project is $10.0 million.

Also during the year, we made substantial progress at our Home Depot-anchored Beacon Square shopping center in Grand Haven, Michigan, which is part of an unconsolidated joint venture. The first phase of the shopping center is open with additional tenants scheduled to open throughout the spring and summer of 2005. At completion, the shopping center will contain approximately 176,000 square feet at an estimated cost of $9.0 million.

During 2004, we completed several redevelopment projects. Phase II of Tel-Twelve in Southfield, Michigan opened in 2004 at a cost of $7.1 million and included a Pier I Imports, Michael’s Crafts and an 11,000 square foot outlot building. Meijer is currently constructing a store at Tel-Twelve which will replace the now-demolished Kmart store. At our West Oaks I shopping center in Novi, Michigan, Gander Mountain replaced Kmart in a 90,000 square foot facility at a cost of $5.7 million. At our Roseville Towne Center in Roseville, Michigan, Marshall’s has relocated and expanded their 26,000 square foot store to a 50,000 square foot Marshalls Megastore at a cost of $3.7 million. At our Southfield Plaza shopping center in Southfield, Michigan, Staples has replaced F&M in a 30,600 square feet facility at a cost of $2.2 million.

During 2004, we commenced several redevelopment projects. At our Northwest Crossing shopping center located in Knoxville, Tennessee, Wal-Mart is expanding their existing store from 139,000 square feet to a 208,000 square foot supercenter. We added a 31,000 square foot Ross Dress for Less and are currently in negotiations with two mid-box users to fill the majority of a vacant 35,000 square foot space. Total cost for the project is approximately $4.6 million. At Cox Creek Plaza located in Florence, Alabama, we sold a portion of our shopping center and some excess land to Home Depot to facilitate their tenancy in this center. At our New Towne Plaza shopping center located in Canton, Michigan, JoAnn is expanding from their 16,200 square foot store to a 35,300 square foot superstore at an estimated cost of $1.6 million. At Indian Hills in Calhoun, Georgia, a 25,200 square foot Goody’s department store will occupy the last portion of the vacated Wal-Mart space at an estimated cost of $1.2 million.

During 2004, we continued to make progress on centers currently under redevelopment. We are completing the final tenanting for the Shoppes of Lakeland in Lakeland, Florida at a net cost of $9.1 million. We are also completing the retenanting at our Taylors Square shopping center in Taylors, South Carolina. At this center, Wal-Mart has expanded to a superstore format and we have constructed 29,000 square feet of retail space for the relocation of existing tenants and for new tenant lease up. The estimated cost for this project is $2.8 million.

Competition

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

Tax Matters

We first elected to qualify as a REIT for our tax year ended December 31, 1988. Our policy has been and is to operate in such a manner as to qualify as a REIT for federal income tax purposes. If we so qualify, then we will generally not be subject to corporate income tax on amounts we pay as distributions to our shareholders. For any tax year in which we do not meet the requirements for qualifying as a REIT, we will be taxed as a corporation.

The requirements for qualification as a REIT are contained in sections 856 through 860 of the Internal Revenue Code (the “Code”) and applicable provisions of the Treasury Regulations. Among other requirements, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash items and government securities. There are also limitations on the amount of certain types of securities we can hold. Additionally, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property,” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source, gains from the sale or other disposition of stock or securities or any combination of the foregoing. We are also generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Code) to our shareholders.

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

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

We were the subject of an IRS examination of our taxable years ended December 31, 1991 through 1995. We refer to this examination as the IRS Audit. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit. We refer to this agreement as the Closing Agreement. Pursuant to the terms of the Closing Agreement (i) our “REIT taxable income” was adjusted for each of the taxable years ended December 31, 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was terminated for the taxable year ended December 31, 1994; (iii) we were not permitted to reelect REIT status for the taxable year ended December 31, 1995; (iv) we were permitted to reelect REIT status for taxable years beginning on or after January 1, 1996; (v) our timely filing of IRS Form 1120-REIT for the taxable year ended December 31, 1996 was treated, for all purposes of the Code, as an election to be taxed as a REIT; (vi) the provisions of the Closing Agreement were expressly contingent upon our payment of “deficiency dividends” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year) in amounts not less than $1.387 million and $809,000 for our 1992 and 1993 taxable years respectively; (vii) we consented to the assessment and collection, by the IRS, of $770,000 in tax deficiencies; (viii) we consented to the assessment and collection, by the IRS, of interest on such tax deficiencies and deficiency dividends and (ix) we agreed that no penalties or other “additions to tax” would be asserted with respect to any adjustments to taxable income required pursuant to the Closing Agreement.

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

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

On December 15, 2003, our board of trustees declared a cash dividend in the amount of $2.2 million, payable on January 20, 2004, to common shareholders of record on December 31, 2003. Immediately following the payment of such dividend, we timely filed IRS Form 976, Claim for Deficiency Dividends Deductions by a Real Estate Investment Trust, claiming deductions in the amount of $1.387 million and $809,000 for our 1992 and 1993 taxable years respectively. Our payment of the deficiency dividend was both consistent with the terms of the Closing Agreement and necessary to retain our status as a REIT for each of the taxable years ended December 31, 1992 and 1993. On January 21, 2004, pursuant to the Tax Agreement, Atlantic reimbursed us $2.2 million in recognition of our payment of the deficiency dividend.

In the notes to the consolidated financial statements of Atlantic’s most recent quarterly report on Form 10-Q filed with the SEC for the quarter ended September 30, 2004, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies, deficiency dividend, and interest reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2.2 million in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts, on behalf of the Company, assessed by the IRS to date. The IRS is currently conducting an examination of us for the taxable years ended December 31, 1996 and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, 1998, and 1999. We refer to these examinations collectively as the IRS Examination.

Certain tax deficiencies, interest, and penalties, which may be assessed against us in connection with the IRS Audit and the IRS Examination, may constitute covered items under the Tax Agreement. We expect to be reimbursed for covered items under the Tax Agreement, but there can be no assurance that we will receive payment from Atlantic or that Atlantic will have sufficient assets to reimburse us for all amounts we must pay to the IRS with respect to such covered items, and we would be required to pay the difference out of our own funds. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2004, Atlantic had net assets of approximately $58 million (as determined pursuant to the liquidation basis of accounting). The IRS may also assess taxes against us that Atlantic is not required to pay. Accordingly, the ultimate resolution of any tax liabilities arising pursuant to the IRS Audit and the IRS Examination may have a material adverse effect on our financial position, results of operations and cash flows.

Environmental Matters

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

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


Item 2.	*Properties.*

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


				Annualized Base
		Number of		Rental At		Company
State		Properties		December 31, 2004(1)		Owned GLA

Michigan			28	$	42,701,502		5,171,055
Florida			18		27,186,783		2,685,438
Georgia			7		7,143,898		1,018,324
Ohio			4		6,637,271		828,421
Wisconsin			2		3,897,594		538,573
Tennessee			6		3,849,530		863,246
Indiana			1		3,492,105		277,519
New Jersey			1		2,933,677		224,153
Virginia			1		2,458,372		234,542
South Carolina			2		2,239,894		461,679
North Carolina			2		1,998,840		367,108
Maryland			1		1,722,525		251,547
Alabama			1		567,938		100,501

	Total		74	$	106,829,929		13,022,106

The above table includes eight properties owned by joint ventures in which we have an equity investment.

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


			Annualized Base
	Number of		Rental Revenues At		Company
Type of Tenant	Properties		December 31, 2004(1)		Owned GLA

Community shopping centers		73	$	103,524,101		12,640,738
Enclosed regional mall		1		3,305,828		381,368

		74	$	106,829,929		13,022,106


(1)	“Annualized Base Rental Revenue At December 31, 2004” is equal to December 2004 base rental revenues multiplied by 12.

Additional information regarding the Properties is included in the Property Schedule on the following pages.

PROPERTY SUMMARY

AS OF DECEMBER 31, 2004


		Year
		Constructed/
		Acquired/Year of
		Latest	Number
		Renovation	of
Property	Location	or Expansion(3)	Units

Alabama
Cox Creek Plaza	Florence, AL	1984/1997/2000		5

Total/ Weighted Average				5

Florida
Coral Creek Shops	Coconut Creek, FL	1992/2002/NA		33
Crestview Corners	Crestview, FL	1986/1997/1993		15
Lantana Shopping Center	Lantana, FL	1959/1996/2002		22
Mission Bay Plaza	Boca Raton, FL	1989/2004/NA		57
Naples Towne Centre	Naples, FL	1982/1996/2003		15
Pelican Plaza	Sarasota, FL	1983/1997/NA		31
Plaza at Delray	Delray Beach, FL	1979/2004/NA		48
Publix at River Crossing	New Port Richey, FL	1998/2003/NA		15
Rivertowne Square	Deerfield Beach, FL	1980/1998/NA		22
Shenandoah Square(7)	Davie, FL	1989/2001/NA		47
Shoppes of Lakeland	Lakeland, FL	1985/1996/NA		22
Southbay Shopping Center	Osprey, FL	1978/1998/NA		19
Sunshine Plaza	Tamarac, FL	1972/1996/2001		28
The Crossroads	Royal Palm Beach, FL	1988/2002/NA		36
Treasure Coast Commons(13)	Jensen Beach, FL	1996/2004/NA		3
Village Lakes Shopping Center	Land O’ Lakes, FL	1987/1997/NA		24
Village Plaza(13)	Lakeland, FL	1989/2004/NA		27
Vista Plaza(13)	Jensen Beach, FL	1998/2004/NA		9

Total/ Weighted Average				473

Georgia
Centre at Woodstock	Woodstock, GA	1997/2004/NA		15
Conyers Crossing	Conyers, GA	1978/1998/1989		15
Holcomb Center	Alpharetta, GA	1986/1996/NA		22
Horizon Village	Suwanee, GA	1996/2002/NA		22
Indian Hills	Calhoun, GA	1988/1997/NA		18
Mays Crossing	Stockbridge, GA	1984/1997/1986		19
Promenade at Pleasant Hill	Duluth, GA	1993/2004/NA		35

Total/ Weighted Average				146

Indiana
Merchants’ Square	Carmel, IN	1970/2004/NA		52

Total/ Weighted Average				52

Maryland
Crofton Centre	Crofton, MD	1974/1996/NA		17

Total/ Weighted Average				17

[Additional columns below]

[Continued from above table, first column(s) repeated]

Total Shopping Center GLA:

Anchors:

Total Non-

Anchor Company Anchor Anchor

Property Owned Owned GLA GLA Total

Alabama

Cox Creek Plaza
92,901 92,901 7,600 100,501

Total/ Weighted Average
— 92,901 92,901 7,600 100,501

Florida

Coral Creek Shops
42,112 42,112 67,200 109,312

Crestview Corners
79,603 79,603 32,015 111,618

Lantana Shopping Center
61,166 61,166 61,848 123,014

Mission Bay Plaza
159,147 159,147 113,718 272,865

Naples Towne Centre
32,680 102,027 134,707 32,680 167,387

Pelican Plaza
35,768 35,768 70,105 105,873

Plaza at Delray
193,967 193,967 137,529 331,496

Publix at River Crossing
37,888 37,888 24,150 62,038

Rivertowne Square
70,948 70,948 65,699 136,647

Shenandoah Square(7)
42,112 42,112 81,500 123,612

Shoppes of Lakeland
123,400 122,441 245,841 59,447 305,288

Southbay Shopping Center
31,700 31,700 64,990 96,690

Sunshine Plaza
175,834 175,834 69,825 245,659

The Crossroads
42,112 42,112 77,980 120,092

Treasure Coast Commons(13)
92,979 92,979 — 92,979

Village Lakes Shopping Center
125,141 125,141 61,335 186,476

Village Plaza(13)
64,504 64,504 76,088 140,592

Vista Plaza(13)
87,191 87,191 22,689 109,880

Total/ Weighted Average
156,080 1,566,640 1,722,720 1,118,798 2,841,518

Georgia

Centre at Woodstock
51,420 51,420 35,328 86,748

Conyers Crossing
138,915 138,915 31,560 170,475

Holcomb Center
39,668 39,668 64,385 104,053

Horizon Village
47,955 47,955 49,046 97,001

Indian Hills
97,930 97,930 35,200 133,130

Mays Crossing
100,244 100,244 37,040 137,284

Promenade at Pleasant Hill
199,133 199,133 90,500 289,633

Total/ Weighted Average
— 675,265 675,265 343,059 1,018,324

Indiana

Merchants’ Square
80,000 69,504 149,504 208,015 357,519

Total/ Weighted Average
80,000 69,504 149,504 208,015 357,519

Maryland

Crofton Centre
176,376 176,376 75,171 251,547

Total/ Weighted Average
— 176,376 176,376 75,171 251,547

[Additional columns below]

[Continued from above table, first column(s) repeated]

Annualized Base

Company Owned GLA Rent

Property Total Leased Occupancy Total PSF Anchors(9)

Alabama

Cox Creek Plaza
100,501 100,501 100.0 % $ 567,938 $ 5.65
Goody’s, Toy’s R Us, Old Navy

Total/ Weighted Average
100,501 100,501 100.0 % $ 567,938 $ 5.65

Florida

Coral Creek Shops
109,312 108,262 99.0 % $ 1,534,495 $ 14.17
Publix

Crestview Corners
111,618 101,968 91.4 % $ 457,470 $ 4.49
Big Lots, Beall’s Outlet, Chandler Furniture

Lantana Shopping Center
123,014 123,014 100.0 % $ 1,256,191 $ 10.21
Publix

Mission Bay Plaza
272,865 265,232 97.2 % $ 4,438,883 $ 16.74
Albertsons, LA Fitness Sports Club, OfficeMax, Toys ’R’ Us

Naples Towne Centre
134,707 127,683 94.8 % $ 725,838 $ 5.68
Florida Food & Drug(1), Save- A-Lot, Beall’s

Pelican Plaza
105,873 83,302 78.7 % $ 882,145 $ 10.59
Linens ’n Things

Plaza at Delray
331,496 322,815 97.4 % $ 4,537,216 $ 14.06
Books A Million, Linens ’n Things, Marshall’s Publix, Regal Cinemas, Staples

Publix at River Crossing
62,038 62,038 100.0 % $ 689,222 $ 11.11
Publix

Rivertowne Square
136,647 130,400 95.4 % $ 1,153,825 $ 8.85
Winn-Dixie, Office Depot

Shenandoah Square(7)
123,612 115,712 93.6 % $ 1,672,850 $ 14.46
Publix

Shoppes of Lakeland
181,888 132,969 73.1 % $ 1,269,178 $ 9.54
Michael’s, Ashley Furniture, Target(1)

Southbay Shopping Center
96,690 77,116 79.8 % $ 502,243 $ 6.51
Beall’s Coastal Home

Sunshine Plaza
245,659 212,784 86.6 % $ 1,619,948 $ 7.61
Publix, Old Time Pottery

The Crossroads
120,092 117,817 98.1 % $ 1,585,495 $ 13.46
Publix

Treasure Coast Commons(13)
92,979 92,979 100.0 % $ 1,077,828 $ 11.59
Barnes & Noble, OfficeMax, Sports Authority

Village Lakes Shopping Center
186,476 186,476 100.0 % $ 1,058,568 $ 5.68
Kash ’N Karry Food Store, Wal-Mart

Village Plaza(13)
140,592 125,792 89.5 % $ 1,315,656 $ 10.46
Circuit City, Staples

Vista Plaza(13)
109,880 109,880 100.0 % $ 1,409,732 $ 12.83
Bed, Bath & Beyond, Circuit City, Michael’s

Total/ Weighted Average
2,685,438 2,496,239 93.0 % $ 27,186,783 $ 10.89

Georgia

Centre at Woodstock
86,748 85,548 98.6 % $ 1,011,305 $ 11.82
Publix

Conyers Crossing
170,475 170,475 100.0 % $ 903,039 $ 5.30
Burlington Coat Factory, Hobby Lobby

Holcomb Center
104,053 50,964 49.0 % $ 458,444 $ 9.00

Horizon Village
97,001 95,601 98.6 % $ 1,133,048 $ 11.85
Publix

Indian Hills
133,130 122,730 92.2 % $ 744,448 $ 6.07
Goody’s, Ingles Market, Tractor Supply

Mays Crossing
137,284 101,184 73.7 % $ 604,013 $ 5.97
Big Lots, Dollar Tree

Promenade at Pleasant Hill
289,633 264,633 91.4 % $ 2,289,601 $ 8.65
Old Time Pottery, Publix

Total/ Weighted Average
1,018,324 891,135 87.5 % $ 7,143,898 $ 8.02

Indiana

Merchants’ Square
277,519 268,917 96.9 % $ 3,492,105 $ 12.99
Marsh(1), Cost Plus, Hobby Lobby

Total/ Weighted Average
277,519 268,917 96.9 % $ 3,492,105 $ 12.99

Maryland

Crofton Centre
251,547 251,547 100.0 % $ 1,722,525 $ 6.85
Super Valu, Kmart, Leather Expo

Total/ Weighted Average
251,547 251,547 100.0 % $ 1,722,525 $ 6.85

Year

Constructed/

Acquired/Year of

Latest Number

Renovation of

Property Location or Expansion(3) Units

Michigan

Auburn Mile
Auburn Hills, MI 2000/1999/NA 9

Beacon Square(12)
Grand Haven, MI 2004/2004/NA 1

Clinton Pointe
Clinton Twp., MI 1992/2003/NA 14

Clinton Valley Mall
Sterling Heights, MI 1977/1996/2002 10

Clinton Valley
Sterling Heights, MI 1985/1996/NA 12

Eastridge Commons
Flint, MI 1990/1996/2001(10) 16

Edgewood Towne Center
Lansing, MI 1990/1996/2001(10) 15

Fairlane Meadows
Dearborn, MI 1987/2003/NA 23

Fraser Shopping Center
Fraser, MI 1977/1996/NA 8

Gaines Marketplace(12)
Gaines Twp., MI 2004/2004/NA 1

Hoover Eleven
Warren, MI 1989/2003/NA 56

Jackson Crossing
Jackson, MI 1967/1996/2002 65

Jackson West
Jackson, MI 1996/1996/1999 5

Kentwood Towne Centre(2)
Kentwood, MI 1988/1996/NA 18

Lake Orion Plaza
Lake Orion, MI 1977/1996/NA 9

Lakeshore Marketplace
Norton Shores, MI 1996/2003/NA 23

Livonia Plaza
Livonia, MI 1988/2003/NA 20

Madison Center
Madison Heights, MI 1965/1997/2000 14

New Towne Plaza
Canton Twp., MI 1975/1996/1998 18

Oak Brook Square
Flint, MI 1982/1996/NA 22

Roseville Towne Center
Roseville, MI 1963/1996/2004 13

Southfield Plaza
Southfield, MI 1969/1996/2003 14

Southfield Plaza Expansion(11)
Southfield, MI 1987/1996/2003 11

Taylor Plaza
Taylor, MI 1970/1996/NA 1

Tel-Twelve
Southfield, MI 1968/1996/2003 21

West Acres Commons(7)
Flint, MI 1998/2001/NA 14

West Oaks I
Novi, MI 1979/1996/2004 7

West Oaks II
Novi, MI 1986/1996/2000 30

Total/ Weighted Average
470

New Jersey

Chester Springs Shopping Center
Chester, NJ 1970/1996/1999 40

Total/ Weighted Average
40

[Additional columns below]

[Continued from above table, first column(s) repeated]

Total Shopping Center GLA:

Anchors:

Total Non-

Anchor Company Anchor Anchor

Property Owned Owned GLA GLA Total

Michigan

Auburn Mile
386,659 211,298 597,957 29,134 627,091

Beacon Square(12)
— — 14,600 14,600

Clinton Pointe
112,000 65,735 177,735 69,595 247,330

Clinton Valley Mall
55,175 55,175 97,477 152,652

Clinton Valley
50,262 50,262 51,160 101,422

Eastridge Commons
117,777 124,203 241,980 45,637 287,617

Edgewood Towne Center
209,272 23,524 232,796 62,233 295,029

Fairlane Meadows
175,830 56,586 232,416 80,922 313,338

Fraser Shopping Center
52,784 52,784 23,915 76,699

Gaines Marketplace(12)
200,000 200,000 — 200,000

Hoover Eleven
138,361 138,361 150,571 288,932

Jackson Crossing
254,242 191,923 446,165 189,445 635,610

Jackson West
194,484 194,484 15,837 210,321

Kentwood Towne Centre(2)
101,909 122,390 224,299 61,265 285,564

Lake Orion Plaza
114,574 114,574 14,878 129,452

Lakeshore Marketplace
258,638 258,638 104,610 363,248

Livonia Plaza
90,831 90,831 42,912 133,743

Madison Center
167,830 167,830 59,258 227,088

New Towne Plaza
91,122 91,122 80,643 171,765

Oak Brook Square
57,160 57,160 83,057 140,217

Roseville Towne Center
211,166 211,166 46,635 257,801

Southfield Plaza
128,340 128,340 37,660 166,000

Southfield Plaza Expansion(11)
— — 19,410 19,410

Taylor Plaza
122,374 122,374 — 122,374

Tel-Twelve
504,981 504,981 47,550 552,531

West Acres Commons(7)
59,889 59,889 35,200 95,089

West Oaks I
226,839 226,839 19,028 245,867

West Oaks II
221,140 90,753 311,893 77,201 389,094

Total/ Weighted Average
1,578,829 3,611,222 5,190,051 1,559,833 6,749,884

New Jersey

Chester Springs Shopping Center
81,760 81,760 142,393 224,153

Total/ Weighted Average
— 81,760 81,760 142,393 224,153

[Additional columns below]

[Continued from above table, first column(s) repeated]

Annualized Base

Company Owned GLA Rent

Property Total Leased Occupancy Total PSF Anchors(9)

Michigan

Auburn Mile
240,432 240,432 100.0 % $ 1,510,750 $ 6.28
Best Buy(1), Target(1), Meijer(1), Costco, Joann etc Staples

Beacon Square(12)
14,600 14,600 100.0 % $ 189,800 $ 13.00

Clinton Pointe
135,330 116,155 85.8 % $ 1,146,281 $ 9.87
OfficeMax, Sports Authority, Target(1)

Clinton Valley Mall
152,652 121,397 79.5 % $ 1,553,725 $ 12.80
Office Depot, DSW Shoe Warehouse

Clinton Valley
101,422 60,011 59.2 % $ 508,952 $ 8.48
Big Lots

Eastridge Commons
169,840 163,304 96.2 % $ 1,631,164 $ 9.99
Farmer Jack (A&P), Staples, Target(1), TJ Maxx

Edgewood Towne Center
85,757 85,757 100.0 % $ 858,158 $ 10.01
OfficeMax, Sam’s Club(1), Target(1)

Fairlane Meadows
137,508 132,108 96.1 % $ 1,993,581 $ 15.09
Best Buy, Office Depot(5), Target(1), Mervyn’s(1)

Fraser Shopping Center
76,699 65,585 85.5 % $ 396,672 $ 6.05
Oakridge Market, Rite- Aid

Gaines Marketplace(12)
200,000 200,000 100.0 % $ 216,000 $ 1.08
Meijer

Hoover Eleven
288,932 282,471 97.8 % $ 3,291,949 $ 11.65
Kroger, Marshall’s, OfficeMax, TJ Maxx

Jackson Crossing
381,368 373,575 98.0 % $ 3,305,828 $ 8.85
Kohl’s Department Store, Sears(1), Target(1) Toys ’R’ Us, Best Buy, Bed, Bath & Beyond, Jackson 10

Jackson West
210,321 210,321 100.0 % $ 1,600,582 $ 7.61
Circuit City, Lowe’s, Michael’s, OfficeMax

Kentwood Towne Centre(2)
183,655 175,571 95.6 % $ 1,424,410 $ 8.11
Burlington Coat, Hobby Lobby, OfficeMax, Target(1)

Lake Orion Plaza
129,452 122,132 94.3 % $ 507,109 $ 4.15
Farmer Jack (A&P), Kmart

Lakeshore Marketplace
363,248 361,354 99.5 % $ 2,746,341 $ 7.60
Barnes & Noble, Dunham’s, Elder-Beerman Hobby Lobby, TJ Maxx, Toys ’R’ Us

Livonia Plaza
133,743 133,743 100.0 % $ 1,370,590 $ 10.25
Kroger, TJ Maxx

Madison Center
227,088 218,767 96.3 % $ 1,352,212 $ 6.18
Dunham’s, Kmart

New Towne Plaza
171,765 169,165 98.5 % $ 1,493,488 $ 8.83
Kohl’s Department Store

Oak Brook Square
140,217 119,654 85.3 % $ 1,074,083 $ 8.98
Office Depot(5), TJ Maxx

Roseville Towne Center
257,801 226,971 88.0 % $ 1,449,878 $ 6.39
Marshall’s, Wal-Mart

Southfield Plaza
166,000 161,420 97.2 % $ 1,259,176 $ 7.80
Burlington Coat Factory, Marshall’s, Staples

Southfield Plaza Expansion(11)
19,410 17,610 90.7 % $ 269,773 $ 15.32
No Anchor

Taylor Plaza
122,374 — 0.0 % $ — $ —

Tel-Twelve
552,531 552,531 100.0 % $ 5,353,658 $ 9.69
Circuit City, Meijer, Media Play, Lowe’s Office Depot, DSW Shoe Warehouse, Michael’s

West Acres Commons(7)
95,089 93,689 98.5 % $ 1,170,822 $ 12.50
Farmer Jack (A&P)

West Oaks I
245,867 245,867 100.0 % $ 2,439,098 $ 9.92
Circuit City, OfficeMax, DSW Shoe Warehouse Home Goods, Michael’s, Gander Mountain

West Oaks II
167,954 166,921 99.4 % $ 2,587,422 $ 15.50
Value City Furniture(6), Bed Bath & Beyond(6), Marshall’s, Toys ’R’ Us(1), Petco(1) Kohl’s Department Store(1), Joann etc

Total/ Weighted Average
5,171,055 4,831,111 93.4 % $ 42,701,502 $ 8.84

New Jersey

Chester Springs Shopping Center
224,153 224,153 100.0 % $ 2,933,677 $ 13.09
Shop-Rite Supermarket, Staples

Total/ Weighted Average
224,153 224,153 100.0 % $ 2,933,677 $ 13.09

Year

Constructed/

Acquired/Year of

Latest Number

Renovation of

Property Location or Expansion(3) Units

North Carolina

Holly Springs Plaza
Franklin, NC 1988/1997/1992 16

Ridgeview Crossing
Elkin, NC 1989/1997/1995 20

Total/ Weighted Average
36

Ohio

Crossroads Centre
Rossford, OH 2001/2001/NA 21

OfficeMax Center
Toledo, OH 1994/1996/NA 1

Spring Meadows Place
Holland, OH 1987/1996/1997 30

Troy Towne Center
Troy, OH 1990/1996/2003 17

Total/ Weighted Average
69

South Carolina

Edgewood Square
North Augusta, SC 1989/1997/1997 15

Taylors Square
Taylors, SC 1989/1997/1995 12

Total/ Weighted Average
27

Tennessee

Cumberland Gallery
New Tazewell, TN 1988/1997/NA 15

Highland Square
Crossville, TN 1988/1997/NA 18

Northwest Crossing
Knoxville, TN 1989/1997/1995 11

Northwest Crossing II
Knoxville, TN 1999/1999/NA 2

Stonegate Plaza
Kingsport, TN 1984/1997/1993 7

Tellico Plaza
Lenoir City, TN 1989/1997/NA 12

Total/ Weighted Average
65

Virginia

Aquia Towne Center
Stafford, VA 1989/1998/NA 38

Total/ Weighted Average
38

Wisconsin

East Town Plaza
Madison, WI 1992/2000/2000 18

West Allis Towne Centre
West Allis, WI 1987/1996/NA 31

Total/ Weighted Average
49

PORTFOLIO TOTAL/ WEIGHTED AVERAGE
1487

[Additional columns below]

[Continued from above table, first column(s) repeated]

Total Shopping Center GLA:

Anchors:

Total Non-

Anchor Company Anchor Anchor

Property Owned Owned GLA GLA Total

North Carolina

Holly Springs Plaza
124,484 124,484 31,100 155,584

Ridgeview Crossing
168,659 168,659 42,865 211,524

Total/ Weighted Average
— 293,143 293,143 73,965 367,108

Ohio

Crossroads Centre
381,291 381,291 94,154 475,445

OfficeMax Center
22,930 22,930 — 22,930

Spring Meadows Place
275,372 54,071 329,443 131,365 460,808

Troy Towne Center
90,921 107,584 198,505 37,026 235,531

Total/ Weighted Average
366,293 565,876 932,169 262,545 1,194,714

South Carolina

Edgewood Square
207,829 207,829 20,375 228,204

Taylors Square
207,454 207,454 26,021 233,475

Total/ Weighted Average
— 415,283 415,283 46,396 461,679

Tennessee

Cumberland Gallery
73,304 73,304 24,851 98,155

Highland Square
145,147 145,147 35,620 180,767

Northwest Crossing
273,535 273,535 29,933 303,468

Northwest Crossing II
23,500 23,500 4,674 28,174

Stonegate Plaza
127,042 127,042 11,448 138,490

Tellico Plaza
94,805 94,805 19,387 114,192

Total/ Weighted Average
— 737,333 737,333 125,913 863,246

Virginia

Aquia Towne Center
117,195 117,195 117,347 234,542

Total/ Weighted Average
— 117,195 117,195 117,347 234,542

Wisconsin

East Town Plaza
132,995 144,685 277,680 64,274 341,954

West Allis Towne Centre
216,634 216,634 112,980 329,614

Total/ Weighted Average
132,995 361,319 494,314 177,254 671,568

PORTFOLIO TOTAL/ WEIGHTED AVERAGE
2,314,197 8,763,817 11,078,014 4,258,289 15,336,303

[Additional columns below]

[Continued from above table, first column(s) repeated]

Annualized Base

Company Owned GLA Rent

Property Total Leased Occupancy Total PSF Anchors(9)

North Carolina

Holly Springs Plaza
155,584 155,584 100.0 % $ 877,036 $ 5.64
Ingles Market, Wal-Mart

Ridgeview Crossing
211,524 205,549 97.2 % $ 1,121,804 $ 5.46
Belk Department Store, Ingles Market, Wal- Mart

Total/ Weighted Average
367,108 361,133 98.4 % $ 1,998,840 $ 5.53

Ohio

Crossroads Centre
475,445 475,445 100.0 % $ 3,581,792 $ 7.53
Home Depot, Target, Giant Eagle, Michael’s Linens ’n Things

OfficeMax Center
22,930 22,930 100.0 % $ 265,988 $ 11.60
OfficeMax

Spring Meadows Place
185,436 157,059 84.7 % $ 1,818,614 $ 11.58
Dick’s Sporting Goods(6), Media Play(6), Kroger(1), Target(1), TJ Maxx, OfficeMax

Troy Towne Center
144,610 144,610 100.0 % $ 970,877 $ 6.71
Sears Hardware, Wal- Mart(1), Kohl’s

Total/ Weighted Average
828,421 800,044 96.6 % $ 6,637,271 $ 8.30

South Carolina

Edgewood Square
228,204 177,329 77.7 % $ 986,263 $ 5.56
Bi-Lo Grocery, Wal-Mart(5)

Taylors Square
233,475 224,893 96.3 % $ 1,253,631 $ 5.57
Wal-Mart

Total/ Weighted Average
461,679 402,222 87.1 % $ 2,239,894 $ 5.57

Tennessee

Cumberland Gallery
98,155 93,055 94.8 % $ 407,226 $ 4.38
Ingles Market, Wal-Mart

Highland Square
180,767 174,097 96.3 % $ 885,734 $ 5.09
Kroger, Wal- Mart(4)

Northwest Crossing
303,468 268,468 88.5 % $ 1,427,324 $ 5.32
Wal-Mart, Ross Dress for Less

Northwest Crossing II
28,174 28,174 100.0 % $ 282,814 $ 10.04
OfficeMax

Stonegate Plaza
138,490 102,042 73.7 % $ 444,917 $ 4.36
Wal-Mart(5)

Tellico Plaza
114,192 78,973 69.2 % $ 401,515 $ 5.08
Wal-Mart(4)

Total/ Weighted Average
863,246 744,809 86.3 % $ 3,849,530 $ 5.17

Virginia

Aquia Towne Center
234,542 229,942 98.0 % $ 2,458,372 $ 10.69
Super Valu(5), Big Lots, Northrop Grumman

Total/ Weighted Average
234,542 229,942 98.0 % $ 2,458,372 $ 10.69

Wisconsin

East Town Plaza
208,959 204,041 97.6 % $ 1,837,989 $ 9.01
Burlington, Marshalls, JoAnn, Borders, Toys R Us(1), Shopco(1)

West Allis Towne Centre
329,614 289,796 87.9 % $ 2,059,605 $ 7.11
Kmart, Kohl’s Supermarket (A&P)(5), Dollar Tree Big Lots

Total/ Weighted Average
538,573 493,837 91.7 % $ 3,897,594 $ 7.89

PORTFOLIO TOTAL/ WEIGHTED AVERAGE
13,022,106 12,095,590 92.9 % $ 106,829,929 $ 8.83


(1)	Anchor-owned store
(2)	77.87896% general partner interest
(3)	Represents year constructed/acquired/year of latest renovation or expansion by either the Company or the former Ramco Group, as applicable.
(4)	Wal-Mart currently is not occupying its leased premises in this shopping center but remains obligated to pay under the terms of the respective lease agreement. The space leased by Wal-Mart has been subleased to third parties
(5)	Tenant closed — lease obligated
(6)	Owned by others
(7)	40% joint venture interest
(8)	The tenant has vacated the space but is still obligated to pay rent. The space is currently subleased to a third party.
(9)	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
(10)	Anchor owned expansion
(11)	50% general partner interest
(12)	10% joint venture interest
(13)	30% joint venture interest

Tenant Information

The following table sets forth, as of December 31, 2004, information regarding space leased to tenants which in each case, individually account for 2% or more of total annualized base rental revenue from our properties:


	Total		Annualized		% of Annualized		Aggregate		% of Total
	Number of		Base Rental		Base Rental		GLA Leased		Company
Tenant	Stores		Revenue(1)		Revenue		by Tenant		Owned GLA

Wal-Mart		11	$	5,390,388		5.1%		1,252,558		9.6%
Publix		10		3,834,621		3.6%		480,840		3.7%
OfficeMax		11		2,835,787		2.7%		254,020		2.0%
TJ Maxx/Marshalls		12		2,754,955		2.6%		365,706		2.8%
A&P/Farmer Jack		4		2,116,093		2.0%		212,612		1.6%
Circuit City		5		2,084,027		2.0%		165,636		1.3%

Included in the 11 Wal-Mart locations listed in the above table are four locations (representing approximately 372,000 square feet of GLA) which are leased to, but not currently occupied by Wal-Mart, although Wal-Mart remains obligated under the respective lease agreements. The leases for these four Wal-Mart properties expire between 2008 and 2009. Wal-Mart has entered into various subleases with respect to certain of such locations, and sub-tenants currently occupy approximately 63,000 of the 372,000 square feet of GLA.

The following table sets forth the total GLA leased to anchors, retail tenants, and available space, in the aggregate, of our properties as of December 31, 2004:


		Annualized		% of Annualized					% of Total
		Base Rental		Base Rental			Company		Company
Type of Tenant		Revenue(1)		Revenue			Owned GLA		Owned GLA

Anchor		$	54,931,325		51.4	%		8,306,787		63.8	%
Retail (non-anchor)			51,898,604		48.6	%		3,788,803		29.1	%
Available			—		—			926,516		7.1	%

	Total	$	106,829,929		100.0	%		13,022,106		100.0	%

The following table sets forth as of December 31, 2004, the total GLA leased to national, regional and local tenants, in the aggregate, of our properties.


		Annualized		% of Annualized			Aggregate		% of Total
		Base Rental		Base Rental			GLA Leased		Company
Type of Tenant		Revenue(1)		Revenue			by Tenant		Owned GLA

National		$	70,155,555		65.7	%		8,232,617		68.1	%
Local			20,140,234		18.8	%		1,509,557		12.5	%
Regional			16,534,140		15.5	%		2,353,416		19.4	%

	Total	$	106,829,929		100.0	%		12,095,590		100.0	%

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


							% of
							Annualized					% of Total
			Average Base		Annualized		Base Rental			Leased		Company
			Rental Revenue per		Base Rental		Revenue as of			Company		Owned GLA
	No. of		sq. ft. as of		Revenue as of		12/31/04			Owned GLA		Represented
	Leases		12/31/04 Under		12/31/04 Under		Represented by			Expiring (in		by Expiring
Lease Expiration	Expiring		Expiring Leases		Expiring Leases(1)		Expiring Leases			square feet)		Leases

2005		274	$	11.37	$	10,005,553		9.4	%		880,003		7.3	%
2006		209	$	11.02	$	10,001,461		9.4	%		907,483		7.5	%
2007		191	$	10.21	$	9,531,607		8.9	%		933,462		7.7	%
2008		205	$	8.87	$	14,737,899		13.8	%		1,662,270		13.7	%
2009		170	$	8.83	$	12,796,444		12.0	%		1,448,479		12.0	%


(1)	“Annualized Base Rental Revenue as of 12/31/04” is equal to December 2004 base rental revenue multiplied by 12.


Item 3.	*Legal Proceedings.*

There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, against or involving us or our properties. See Tax Matters in Item 1.


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

During the fourth quarter of 2004, no matters were submitted for a vote of our shareholders.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

Market Information — Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On March 28, 2005, the last reported sales price of our common shares on the NYSE was $27.13.

The following table shows high and low closing prices per share for each quarter in 2004 and 2003.


	Share Price

Quarter Ended	High		Low

March 31, 2004	$	29.20	$	26.98
June 30, 2004		29.00		22.50
September 30, 2004		27.90		24.45
December 31, 2004		32.87		26.41
March 31, 2003	$	22.32	$	19.44
June 30, 2003		24.95		21.81
September 30, 2003		26.37		23.18
December 31, 2003		28.46		24.15

Holders — The number of holders of record of our common shares was 2,236 as of March 28, 2005.

Dividends — Under the Code, a REIT must meet certain requirements, including a requirement that it distribute annually to its shareholders at least 90% of its taxable income. Dividend distributions per common share for the years ended December 31, 2004 and 2003, are summarized as follows.

We declared the following cash distributions per share to our common shareholders for the years ended December 31, 2004 and 2003:


	Dividend
Record Date	Distribution		Payment Date

March 31, 2004	$	0.42		April 20, 2004
June 20, 2004	$	0.42		July 1, 2004
September 20, 2004	$	0.42		October 1, 2004
December 20, 2004	$	0.42		January 3, 2005


	Dividend
Record Date	Distribution		Payment Date

March 31, 2003	$	0.42		April 15, 2003
June 30, 2003	$	0.42		July 15, 2003
September 30, 2003	$	0.42		October 21, 2003
December 31, 2003	$	0.55		January 20, 2004

The December 31, 2003 record date dividend includes a deficiency dividend of $0.13 per common share. A dispute with the IRS with respect to its examination of our taxable years ended December 31, 1991 through 1995 has been resolved and, in connection with such resolution, a cash deficiency dividend of $2.2 million was declared ($0.13 per common share).

On March 1, 2005, our board of trustees increased the dividend on our common shares from $0.42 per share to $0.4375 per share for the period January 1, 2005 through March 31, 2005 payable to shareholders of record on March 20, 2005. This revised dividend is based on an anticipated annual dividend of $1.75 per share. However, future distributions will be at the discretion of our board of trustees and will depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code and such other factors as the board of trustees deems relevant.

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

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


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

The following table sets forth our selected consolidated financial data and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.


		Year Ended December 31,

		2004			2003(1)			2002(1)			2001(1)			2000(1)

Operating Data:
Total revenue		$	131,895		$	108,057		$	90,835		$	89,190		$	86,431
Operating income			19,998			10,821			9,624			12,150			12,453
Gain on sales of real estate			2,408			263			—			5,550			3,795
Income from continuing operations			15,105			9,367			7,992			13,082			11,860
Discontinued operations, net of minority interest(2)
	Gain on sale of property		—			897			2,164			—			—
	Income from operations		15			214			407			898			875
Income before cumulative effect of change in accounting principle			15,120			10,478			10,563			13,945			12,813
Cumulative effect of change in accounting principle(3)			—			—			—			—			(1,264	)
Net income			15,120			10,478			10,563			13,945			11,549
Preferred share dividends			(4,814	)		(2,375	)		(1,151	)		(3,360	)		(3,360	)
Gain on redemption of preferred shares			—			—			2,425			—			—
Net income available to common shareholders		$	10,306		$	8,103		$	11,837		$	10,585		$	8,189
Earnings Per Share Data:
From continuing operations:
	Basic	$	0.61		$	0.50		$	0.88		$	1.37		$	1.18
	Diluted		0.60			0.49			0.87			1.36			1.18
Net income:
	Basic	$	0.61		$	0.58		$	1.12		$	1.49		$	1.14
	Diluted		0.60			0.57			1.11			1.49			1.14
Cash dividends declared per common share		$	1.68		$	1.81		$	1.68		$	1.68		$	1.68
Distributions to common shareholders		$	28,249		$	22,478		$	16,249		$	11,942		$	12,091
Weighted average shares outstanding:
	Basic		16,816			13,955			10,529			7,105			7,186
	Diluted		17,031			14,141			10,628			7,125			7,187


	Year Ended December 31,

	2004			2003(1)			2002(1)			2001(1)			2000(1)

Balance Sheet Data:
Cash and cash equivalents	$	15,045		$	19,883		$	9,974		$	5,542		$	2,939
Accounts receivable, net		26,845			30,109			21,299			17,427			15,637
Investment in real estate (before accumulated depreciation)		1,066,255			830,245			707,092			557,349			557,995
Total assets		1,043,778			826,279			697,898			552,529			559,967
Mortgages and notes payable		633,435			454,358			423,248			347,275			354,008
Total liabilities		673,401			489,318			450,435			371,167			374,439
Minority interest		40,364			42,643			46,586			48,157			47,301
Shareholders’ equity	$	330,013		$	294,318		$	201,003		$	133,405		$	138,544

Other Data:
Funds from operations available to common shareholders(4)	$	41,379		$	34,034		$	27,883		$	31,724		$	29,841
Cash provided by operating activities		46,387			26,685			19,266			25,359			17,428
Cash (used in) provided by investing activities		(105,563	)		(81,868	)		(81,125	)		4,971			(13,081	)
Cash provided by (used in) financing activities		54,338			65,092			64,300			(27,727	)		(7,152	)
Number of properties		74			64			59			57			56
Company owned GLA		13,022			11,483			10,006			9,789			10,043
Occupancy rate		92.9	%		89.7	%		90.5	%		95.5	%		93.7	%


(1)	The financial data for 2003 and prior years have been restated. See Note 3 of the Notes to Consolidated Financial Statements.

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

(3)	In 2000, we changed our method of accounting for percentage rental revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.”

(4)	We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), gains on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. FFO should not be considered an alternative to GAAP net income as an indication of our performance. We consider FFO to be a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. A reconciliation of FFO to net income is included under the heading, “Funds From Operations” in Item 7.


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

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

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

Overview

We are a fully integrated, self-administered, publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers, single tenant retail properties and one regional mall, in the midwestern, southeastern and mid-Atlantic regions of the United States. At December 31, 2004, our portfolio consisted of 74 shopping centers, of which thirteen are power centers and two are single tenant retail properties, as well as one enclosed regional mall, totaling approximately 15.3 million square feet of gross leasable area.

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


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

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

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

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

We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts and by improving our capital structure through the refinancing of a portion of our variable rate debt with long-term fixed rate debt and one preferred stock offering. We continue to selectively pursue new acquisitions and development opportunities. The highlights of our 2004 activity reflect this strategy:


	•	We acquired eight properties at an aggregate cost of $248.4 million.

	•	We commenced six redevelopment projects of core assets including the expansion of the Kroger supermarket at our Livonia Plaza in Livonia, Michigan, the expansion of Wal-Mart at Northwest Crossing in Knoxville, Tennessee from 139,000 square feet to a 208,000 square foot supercenter, and the sale of a portion of our Cox Creek Plaza shopping center in Florence, Alabama to Home Depot to facilitate their tenancy in this center.

	•	In June 2004, we commenced construction of the 400,000 square foot Gaines Marketplace in Gaines Township, Michigan. In December 2004, we acquired 293 useable acres of land in Jacksonville, Florida that will enable us to develop a 1.2 million square foot shopping center.

	•	In December 2004, we entered into a joint venture agreement with the Clarion Lion Properties Fund, a private equity real estate fund advised by ING Clarion Partners, for the purpose of acquiring $450 million of stable, well-located community shopping centers in Michigan, North Carolina, South Carolina, Georgia and Florida. We and Clarion Lion Properties Fund have committed to contribute

equity capital of $54.0 million and $126.0 million, respectively, to the entity. As of December 31, 2004, the entity had acquired three centers for a total purchase price of $48.0 million.

• The strength of our portfolio combined with acquisitions brought into operation since January 1, 2003 allowed us to increase our total revenue by 21.8% in 2004.

• During 2004, we opened 77 new non-anchor stores, at an average base rent of $12.47 per square foot. We also renewed 98 non-anchor leases, at an average base rent of $12.65 per square foot representing an increase of 9.7% over prior rental rates. In addition, we signed 12 new anchor leases during 2004. Our occupancy for our portfolio was 92.9% as of December 31, 2004.

• We amended our secured revolving credit facility with Bank of America increasing the facility from $125 million to $160 million and providing us with an option to increase our borrowings by as much as $40 million, for a total of $200 million in available credit. We also reset the interest rate on the facility which now bears interest at a rate of London Interbank Offered Rate (“LIBOR”) plus 1.15% to 1.55% compared to the previous rate of LIBOR plus 1.50% to 2.00%.

• We also reset the interest rate on our unsecured credit facility which now bears interest at a rate of LIBOR plus 1.85% to 2.25% compared to the previous rate of LIBOR plus 3.25% to 3.75%.

• In June 2004, we issued 1,889,000 Series C Cumulative Convertible Preferred Shares in a public offering, resulting in approximately $51.7 million of net proceeds.

Critical Accounting Policies

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

Reserve for Bad Debts

We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the reserves we have established, our operating income would be reduced.

Accounting for the Impairment of Long-Lived Assets

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

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

During 2004, we recognized an impairment loss of $4.8 million related to our 10% investment in PLC Novi West Development. This investment was accounted for by the equity method of accounting. There were no impairment charges for the years ended December 31, 2003 or 2002. See Note 4 of the Notes to Consolidated Financial Statements.

Revenue Recognition

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

Off Balance Sheet Arrangements

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

Results of Operations


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

Revenues

Total revenues increased 22.1% or $23.8 million to $131.9 million for the year ended December 31, 2004 as compared to $108.1 million for the year ended December 31, 2003. Of the $23.8 million increase, $18.4 million was the result of increased minimum rents and $5.2 million was the result of increased recoveries from tenants.

For purposes of comparison between the years ended December 31, 2004 and 2003, “same center” refers to the shopping center properties owned as of January 1, 2003 and December 31, 2004. We made six acquisitions during 2003 and eight acquisitions in 2004. In addition, we increased our partnership interest in 28th Street Kentwood Associates, which is now included in our consolidated financial statements. These 15 properties are collectively referred to as “Acquisitions” in the following discussion.

Minimum rents increased 25.1%, or $18.4 million for the year ended December 31, 2004. The increase is primarily related to Acquisitions, as shown in the table below.


	Increase

	Amount
	(millions)		Percentage

Same Center	$	2.2		3.0	%
Acquisitions		16.2		22.1

	$	18.4		25.1	%

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

Recoveries from tenants increased 17.6%, or $5.2 million for the year ended December 31, 2004. The increase is primarily related to Acquisitions. The overall recovery ratio was 94.1% for the year ended December 31, 2004, compared to 93.1% for the year ended December 31, 2003. The increase in this ratio is primarily related to the completion of various redevelopment projects during 2004. The following two tables include recovery revenues and related expenses that comprise the recovery ratio.

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


	Increase

	Amount
	(millions)		Percentage

Same Center	$	0.03		0.1	%
Acquisitions		5.17		17.5

	$	5.20		17.6	%

Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased 16.4%, or $5.2 million for the year ended December 31, 2004.


	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	(0.2	)		(0.6	)%
Acquisitions		5.4			17.0

	$	5.2			16.4	%

For the year ended December 31, 2004, percentage rents decreased $216,000 to $1.0 million, as compared to $1.2 million for the twelve months ended December 31, 2003. The decrease is the result of converting percentage rents for several anchor tenants to fixed minimum rent.

Fees and management income increased $1.1 million to $2.5 million in 2004 from $1.4 million for 2003. The increase is primarily due to leasing fees earned from our joint venture entity, Ramco Gaines, LLC, the owner of the Gaines Marketplace center. Other income decreased $557,000 to $2.3 million in 2004 from $2.9 million for 2003. The decrease was primarily attributable to lower termination fees earned in 2004 when compared to 2003 offset by $336,000 of bankruptcy distributions received from Kmart Corporation during 2004 for rental expense that was previously written off.

Expenses

Total expenses increased 15.1%, or $14.7 million, for the year ended December 31, 2004, as compared to 2003. Real estate taxes and recoverable operating expenses increased $5.2 million, depreciation and amortization increased $4.5 million and general and administrative expenses increased $2.4 million. The increase in real estate taxes and recoverable operating expenses and depreciation and amortization expense is primarily attributable to acquisitions made during the two years ended December 31, 2004.

Other operating expenses decreased $2.5 million from $4.3 million in 2003 to $1.8 million in 2004. The decrease is principally related to a lease assignment made by Kmart Corporation at our Tel-Twelve shopping center that was accounted for as a lease termination in 2003. As a result, the straight-line rent receivable of approximately $3.0 million was written off in the second quarter of 2003.

Depreciation and amortization expense increased $4.5 million to $27.5 million as compared to $23.0 million in 2003. Depreciation expense related to acquisitions made in 2003 and 2004 contributed $4.2 million of the increase. Depreciation expense related to same centers contributed $0.3 million of the increase, and such increase primarily related to redevelopment projects completed during 2003 and 2004.

General and administrative expenses were $11.1 million for the year ended December 31, 2004, as compared to $8.8 million for the same period in 2003. Due to our growth, primarily related to shopping center acquisitions, expansions and developments during the past two years, salaries, bonuses and benefits increased

$1.1 million. During 2004, state and local taxes also increased $1.4 million which was primarily the result of utilizing various tax credits in 2003 reducing the Michigan Single Business Tax for that year.

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

Interest expense increased 17.3%, or $5.1 million, for the year ended December 31, 2004. The summary below identifies the increase by its various components.


							Increase
	2004			2003			(Decrease)

	(dollars in thousands)
Average total loan balance	$	527,201		$	439,187		$	88,014
Average rate		6.4	%		6.6	%		(0.2	)%
Total Interest	$	33,936		$	28,867		$	5,069
Amortization of loan fees		1,292			991			301
Capitalized interest and other		(703	)		(426	)		(277	)

	$	34,525		$	29,432		$	5,093

Income from discontinued operations for the year ended December 31, 2004 consists of $15 of percentage rent revenues net of minority interest for Ferndale Plaza shopping center, which was sold in December 2003. For the year ended December 31, 2003, income from discontinued operations included operating income of Ferndale Plaza for 12 months and the gain on sale of Ferndale of $897,000, net of minority interest.


	*Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002*

Revenues

Total revenues increased 19.0% or $17.2 million to $108.0 million for the year ended December 31, 2003 as compared to $90.8 million for the year ended December 31, 2002. Of the $17.2 million increase, $12.4 million was the result of increased minimum rents and $4.3 million was the result of increased recoveries from tenants.

For purposes of comparison between the years ended December 31, 2003 and 2002, “same center” refers to the shopping center properties owned as of January 1, 2002 and December 31, 2003. We made three shopping center acquisitions and we acquired our joint venture partners’ interests in four shopping centers during 2002. We made six acquisitions during the year ended December 31, 2003. These 13 properties are collectively referred to as “Acquisitions” in the following discussion.

Minimum rents increased 20.4%, or $12.4 million for the year ended December 31, 2003. The increase is primarily related to acquisitions, as shown in the table below.


	Increase

	Amount
	(millions)		Percentage

Same Center	$	0.2		0.3	%
Acquisitions		12.2		20.1

	$	12.4		20.4	%

The increase in same center minimum rents is principally attributable to new tenant lease up throughout our same center portfolio in 2003.

Recoveries from tenants increased 17.0%, or $4.3 million for the year ended December 31, 2003. The decrease in recoveries from tenants at same centers is primarily the result of our redevelopment projects and the negative impact of reduced occupancy rates in 2003. The overall recovery ratio was 93.1% for the year ended December 31, 2003, compared to 96.1% for the year ended December 31, 2002. The decline in this ratio is a result of decreased occupancy during the redevelopment of seven shopping centers. The following two tables include recovery revenues and related expenses that comprise the recovery ratio.

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


	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	(0.4	)		(1.7	)%
Acquisitions		4.7			18.7

	$	4.3			17.0	%

Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased 20.8%, or $5.5 million for the year ended December 31, 2003.


	Increase

	Amount
	(millions)		Percentage

Same Center	$	0.5		1.7	%
Acquisitions		5.0		19.1

	$	5.5		20.8	%

For the year ended December 31, 2003, percentage rents increased $125,000 to $1.2 million, as compared to $1.1 million for the twelve months ended December 31, 2002. The increase is the result of tenant changes associated with redevelopment projects.

Fees and management income decreased $72,000, or 4.7%, to $1.4 million in 2003 from $1.5 million for 2002. The decrease was primarily the result of lower development and acquisition fees in 2003 when compared to 2002.

Expenses

Total expenses increased 19.7%, or $16.0 million, for the year ended December 31, 2003, as compared to 2002. Real estate taxes and recoverable operating expenses increased $5.5 million, depreciation and amortization increased $5.3 million and general and administrative expenses decreased $585,000. The increase in real estate taxes and recoverable operating expenses is primarily attributable to acquisitions made during the two years ended December 31, 2003.

Other operating expenses increased $2.9 million from $1.4 million in 2002 to $4.3 million in 2003 and is principally related to the increase of $2.8 million in bad debt expense. The increase in bad debt expense relates to a lease assignment made by Kmart Corporation at our Tel-Twelve shopping center that was accounted for as a lease termination. As a result, the straight-line receivable of approximately $3.0 million was written off.

Depreciation and amortization expense increased $5.3 million, or 30.0%, to $23.0 million as compared to $17.7 million in 2002. Depreciation expense related to acquisitions made in 2002 and 2003 contributed $2.7 million of the increase. Depreciation expense related to same centers contributed $2.6 million of the increase, and such increase primarily related to redevelopment projects completed during 2002 and 2003.

General and administrative expenses were $8.8 million for the year ended December 31, 2003, as compared to $9.4 million for the same period in 2002. As a result of utilizing various tax credits, the Michigan Single Business Tax expense decreased $1.7 million in 2003 when compared to 2002. The decrease was off-set by an increase in other general and administrative expenses. Due to our growth, primarily related to shopping center acquisitions, expansions and developments during the past two years, salaries, bonuses and benefits increased $1.3 million. During 2003, professional and consulting fees increased $77,000.

Interest expense increased 11.4%, or $3.0 million, for the year ended December 31, 2003. The summary below identifies the increase by its various components.


							Increase
	2003			2002			(Decrease)

	(dollars in thousands)
Average total loan balance	$	439,187		$	376,049		$	63,138
Average rate		6.6	%		7.1	%		(0.5	)%
Total Interest	$	28,867		$	26,577		$	2,290
Amortization of loan fees		991			968			23
Capitalized interest and other		(426	)		(1,116	)		690

	$	29,432		$	26,429		$	3,003

Income from discontinued operations for the year ended December 31, 2003 consists of operating income for Ferndale Plaza shopping center, which was sold in December 2003. For the year ended December 31, 2002, income from discontinued operations included operating income of Ferndale Plaza for 12 months and three months of operating income related to Hickory Corners, which was sold in April 2002. The sale of Ferndale Plaza resulted in a gain on sale of property of $897,000 net of minority interest. Hickory Corners resulted in a gain on sale of property of approximately $2.2 million, net of minority interest.

Financing Activities

The acquisitions, developments and redevelopments, including expansion and renovation programs, that we made during 2004 generally were financed though cash provided from operating activities, revolving credit facilities, refinancing mortgages, a construction loan, assumption of five mortgages as a result of acquisitions and an equity offering. Total debt outstanding was approximately $633.4 million at December 31, 2004 as compared to $454.4 million at December 31, 2003. In 2004, the increase in our debt was due primarily to the funding of acquisitions, development and expansion activity.

In June 2004, we issued 1,889,000 Series C Cumulative Convertible Preferred Shares in a public offering. We used the net proceeds of approximately $51.7 million to initially pay down outstanding balances under our secured revolving credit facilities and to fund acquisitions and development projects as well as expand or renovate existing shopping centers.

In connection with the acquisitions of five properties in 2004, we assumed fixed rate mortgages amounting to $126.5 million with interest rates ranging from 4.88% to 8.09%. These mortgages are due beginning in 2008 through 2013. During 2004, we entered into two fixed rate mortgage loans amounting to $34.7 million, secured by two properties, and repaid two floating rate mortgages totaling $42.8 million. These mortgage notes payable bear interest at 5.4% and are due May 2014.

Liquidity and Capital Resources

Our capital structure at December 31, 2004, includes property-specific mortgages, our unsecured revolving credit facility, our secured revolving credit facility, our Series B Preferred Shares, our Series C Preferred Shares, our common shares and a minority interest in the Operating Partnership.

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

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


	Year Ended December 31,

	2004			2003			2002

Cash provided by operating activities	$	46,387		$	26,685		$	19,266
Cash used in investing activities		(105,563	)		(81,868	)		(81,125	)
Cash provided by financing activities		54,338			65,092			64,300

To maintain our qualification as a REIT under the Code, we are required to distribute to our shareholders at least 90% of our “Real Estate Investment Trust Taxable Income” as defined in the Code. We satisfied the REIT requirement with distributed common and preferred share dividends of $32.0 million in 2004, $24.9 million in 2003 and $18.2 million in 2002.

At December 31, 2004, our market capitalization amounted to $1.4 billion. Market capitalization consisted of $633.4 million of debt, $27.7 million of Series B Preferred Shares, $64.6 million of Series C Preferred Shares, and $637.2 million of common Shares and Operating Partnership Units at market value. Our debt to total market capitalization was 46.5% at December 31, 2004, as compared to 43.7% at December 31, 2003. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, our outstanding debt at December 31, 2004, had a weighted average interest rate of 6.2%, and consisted of $569.7 million of fixed rate debt and $63.7 million of variable rate debt.

Our $160.0 million secured revolving credit facility bears interest between 115 and 155 basis points over LIBOR depending on certain of our leverage ratios. Using 155 basis points over LIBOR at December 31, 2004, the effective interest rate on our secured revolving credit facility was 4.1%, including the effect of interest rate swap agreements. The credit facility is due in December 2005. At our option through October 2005, we can extend the terms of this facility for up to one year. We also have an option to increase our borrowings under this facility by $40.0 million, to a total of $200.0 million in available credit.

Our $40.0 million unsecured revolving credit facility bears interest between 185 and 225 basis points over LIBOR depending on certain debt ratios. Using 225 basis points over LIBOR at December 31, 2004, the effective interest rate on our unsecured revolving credit facility was 4.7%. This credit facility is due December 2005.

Outstanding letters of credit issued under the secured revolving credit facility total approximately $2.2 million. At December 31, 2004, we also had other letters of credit outstanding of approximating $1.7 million.

Under terms of various debt agreements, we may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75.0 million at December 31, 2004. Based on rates in effect at December 31, 2004, the agreements for notional amounts aggregating $75.0 million provide for fixed rates ranging from 4.2% to 4.5% and expire in December 2005.

After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at December 31, 2004, our variable rate debt accounted for approximately $63.7 million of outstanding debt with a weighted average interest rate of 4.1%. Variable rate debt accounted for approximately 10.1% of our total debt and 4.7% of our total capitalization.

The properties in which Operating Partnership owns an interest and which are accounted for by the equity method of accounting are subject to non-recourse mortgage indebtedness. At December 31, 2004, our pro rata share of non-recourse mortgage debt on the unconsolidated properties (accounted for by the equity method) was $19.2 million with a weighted average interest rate of 6.0%. Fixed rate debt amounted to $9.6 million, or 50.0%, of our pro rata share. At December 31, 2004, we guaranteed a $28.3 million bridge loan of Ramco/ Lion Venture LP, a 30% owned equity investment.

The mortgage loans (other than our secured revolving credit facility) encumbering our properties, including properties held by our unconsolidated joint ventures, except the bridge loan discussed above, are non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of bankruptcy petition by the borrower, either voluntary or involuntary, and certain environmental liabilities. In addition, upon the occurrence of certain of these events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

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

Investments in Unconsolidated Entities

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

In 2004, the Venture acquired three shopping centers located in Florida with an aggregate purchase price of $48.0 million. In addition, the Venture has entered into purchase agreements for six shopping centers, with an aggregate purchase price of $218.3 million.

Capital Expenditures

During 2004, we spent approximately $10.4 million on revenue-generating capital expenditures, including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the terms of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings were approximately $20.1 million. Revenue neutral capital expenditures, such as roof and parking lot repairs, which are anticipated to be recovered from tenants, amounted to approximately $2.5 million.

In the year ending December 31, 2005, we anticipate spending approximately $28.2 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures.

Contractual Obligations

The following are our contractual cash obligations as of December 31, 2004 (dollars in thousands):


				Payments Due by Period

				Less than		1 - 3		4 - 5		After 5
Contractual Obligations		Total		1 year		years		years		years

Mortgages and notes payable		$	633,435	$	142,539	$	271,051	$	71,796	$	148,049
Employment contracts			360		323		37		—		—
Operating lease			7,291		680		2,150		1,524		2,937
Unconditional construction cost obligations			4,854		4,854		—		—		—

	Total contractual cash obligations	$	645,940	$	148,396	$	273,238	$	73,320	$	150,986

At December 31, 2004, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Mortgages and notes payable

See the analysis of our debt included in the Financing Activities section above.

Employment Contracts

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

Operating Lease

We lease office space for our corporate headquarters under an operating lease that expires on August 31, 2014.

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2004, we have entered into agreements for construction with an aggregate cost of approximately $4.9 million.

Capitalization

Our capital structure at December 31, 2004 includes property-specific mortgages, our unsecured revolving credit facility, our secured revolving credit facility, our Series B Preferred Shares, our Series C Preferred Shares, our Common Shares and the minority interest in the Operating Partnership. At December 31, 2004, the minority interest in the Operating Partnership represented a 14.8% ownership in the Operating Partnership which, may under certain conditions, be exchanged for an aggregate of 2,929,000 Common Shares.

As of December 31, 2004, the units in the Operating Partnership (“OP Units”) were exchangeable for our Common Shares on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our Common Shares. Assuming the exchange of all OP Units, there would have been 19,758,703 of our Common Shares outstanding at December 31, 2004, with a market value of approximately $637.2 million (based on the closing price of $32.25 per share on December 31, 2004).

As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will

impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt and to fund any future acquisitions.

Economic Conditions

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

Risks Related to Our Business

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

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

Any tenant bankruptcies, leasing delays, or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected. Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. In June 2003, Kmart Corporation assigned its lease at our Tel-Twelve shopping center to Meijer, Inc., a discount department and grocery store retailer.

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

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

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

Concentration of our credit risk could reduce our operating results.

Several of our tenants represent a significant portion of our leasing revenues. As of December 31, 2004, we received 5.1% of our annualized rent from Wal-Mart Stores, Inc. Five other tenants each represented at least 2.0% of our total annualized base rent. The concentration in our leasing revenue from a small number of

tenants creates the risk that, should these tenants experience financial difficulties, our operating results could be adversely affected.

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

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

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

REIT distribution requirements limit our available cash.

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

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

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

A reduction, in 2003, in the maximum tax rate applicable to dividends may make REIT investments less attractive.

Tax legislation enacted in 2003 reduced (through 2008) the maximum tax rate for dividends payable to individuals from 38.6% to 15%. Dividends payable by REITs generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the capital stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the capital stock of REITs, including our common shares. In addition, the relative attractiveness of real estate in general may be adversely

affected by the favorable tax treatment given to corporate dividends, which could negatively affect the value of our real estate assets.

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

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

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

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

We have identified a material weakness in our internal controls which, if not appropriately remediated, could affect our ability to ensure timely and reliable financial reports and which could have an adverse effect on the trading price of our securities.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2004, we identified a matter that we consider to be a “material weakness” in our internal controls with respect to our accounting for annual employee bonus compensation. We have advised the audit committee of our board of trustees and our independent registered public accounting firm, Deloitte & Touche LLP, that errors had been made with respect to our accounting for bonus compensation expense during the years ended December 31, 2002 and 2003 and the first, second and third quarters of 2004, and that such errors had not been detected by our internal controls. As a result of the errors, the financial results for each of these periods have been restated from the amounts previously reported. See Note 3 of Notes to Consolidated Financial Statements. A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board (United States), or PCAOB, Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions. We believe that the material weakness referred to above resulted primarily from the design of our controls related to accrued liability for employee bonus compensation.

We have begun to take steps toward remediating the material weakness described above, including (i) the implementation of periodic review and assessment of the accrued liability for employee bonus compensation expense by our corporate human resources department; (ii) the development and maintenance of more formal accounting procedures and policies and (iii) the strengthening of existing controls over significant accounting estimates. While we believe the actions we have taken and plan to take will correct the identified material weakness in our internal controls, if these actions are not successful it could adversely affect our ability to report financial results on a timely and accurate basis, as well as our ability to conclude that our internal controls over financial reporting were effective and the ability of our independent registered public accounting firm to deliver an unqualified report, or any report, on our internal controls. Inferior internal

controls could cause investors to lose confidence in the accuracy and completeness of our reported financial information, which could have an adverse effect on the trading price of our securities.

Funds From Operations

We consider funds from operations, also known as FFO, an appropriate supplemental measure of the financial performance of an equity REIT. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), gains and losses on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. FFO should not be considered an alternative to GAAP net income as an indication of our performance.

We consider FFO to be a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions and many companies utilize different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from depreciable property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities and interest costs, which provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. In addition, FFO does not include the cost of capital improvements, including capitalized interest.

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

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

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


			Years Ended December 31,

			2004			2003			2002

Net income			$	15,120		$	10,478		$	10,563
Add:
	Depreciation and amortization expense			27,250			23,225			18,076
	Loss on sale of depreciable property			1,115			1,590			—
	Minority interest in partnership:
		Continuing operations		2,706			1,969			2,422
		Discontinued operations		2			44			137
Less:
	Discontinued operations, gain on sale of property, net of minority interest			—			(897	)		(2,164	)

Funds from operations				46,193			36,409			29,034
Less:
	Preferred stock dividends			(4,814	)		(2,375	)		(1,151	)

Funds from operations available to common shareholders			$	41,379		$	34,034		$	27,883

Weighted average equivalent shares outstanding, diluted				19,961			17,072			14,359

Funds from operations available for common shareholders, per diluted share			$	2.07		$	1.99		$	1.94

Inflation

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

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 153, “Exchange of Nonmonetary Assets” (“SFAS 153”). This Statement amends Accounting Principles Board (“APB”) Opinion No. 29, “Accounting for Nonmonetary Transactions” (“APB No. 29”) which established the requirement that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB No. 29, however, included certain exceptions to that principle. SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS 153 is not expected to have material impact on our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all shares-based payments to employees, including grants of employee stock options, to be recognized

in the consolidated statement of income based on their fair values. Pro forma disclosure, as was allowed under APB No. 25, will no longer be an alternative.

The impact of adopting SFAS 123(R) cannot be accurately estimated at this time, as it will depend on the market value and the amount of share-based awards granted in future periods.


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

We have exposure to interest rate risk on our variable rate debt obligations. We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks. Based on our debt and interest rates and the interest rate swap agreements in effect at December 31, 2004, a 100 basis point change in interest rates would affect our annual earnings and cash flows by approximately $637,000. We believe that a 100 base point change in interest rates would not have a material impact on the fair value of our total outstanding debt.

The following table sets forth information as of December 31, 2004 concerning our long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market value.


																						Fair
	2005			2006			2007			2008			2009			Thereafter			Total			Value

Fixed-rate debt	$	83,819		$	105,109		$	61,733		$	102,769		$	48,084		$	168,201		$	569,715		$	596,952
Average interest rate		4.6	%		8.2	%		7.1	%		5.4	%		7.0	%		6.4	%		6.4	%		4.7	%
Variable-rate debt	$	58,720		$	480		$	480		$	480		$	440		$	3,120		$	63,720		$	63,720
Average interest rate		4.3	%		3.8	%		3.8	%		3.8	%		3.8	%		3.8	%		4.3	%		4.3	%

We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. Considerable judgment is required to develop estimated fair values of financial instruments. The fair value of our fixed rate debt is greater than the carrying amount, however, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments.


Item 8.	*Financial Statements and Supplementary Data.*

The information required by Item 8 is included in the consolidated financial statements on pages F-1 through F-32 of this document.


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

Not applicable.


Item 9A.	*Controls and Procedures.*

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operations of our disclosure controls and procedures (as defined by SEC Rule 13a-15(e)) as of December 31, 2004. Based upon, and as of the date of that evaluation, our was performed under the supervision of our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, in all material respects, and that such disclosure

controls and procedures ensured that the information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

Internal Control Over Financial Reporting

(a) Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles and reflect management’s judgments and estimates concerning events and transactions that are accounted for or disclosed.

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

Management of Ramco-Gershenson Properties Trust has assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2004. In making this assessment, Ramco-Gershenson Properties Trust’s management used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2004, the company’s internal control over financial reporting was not effective.

Management’s assessment identified a material weakness in the Company’s internal controls with respect to our accounting for annual employee bonus compensation. A material weakness is a significant deficiency (within the meaning of PCAOB Auditing Standard No. 2, An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements ), or combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions. We believe that the material weakness resulted primarily from the operation of our controls related to the recording of employee bonus compensation. We have advised the audit committee of our board of trustees and our independent registered public accounting firm, Deloitte & Touche LLP, that errors had been made with respect to our accounting for bonus compensation expense during the years ended December 31, 2002 and 2003 and the first, second and third quarters of 2004, and that such errors had not been detected by our internal controls. As a result of the errors, the financial results for each of these periods have been restated from the amounts previously reported. See Note 3 of the Notes to Consolidated Financial Statements.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this annual report, has issued an attestation report on management’s assertion with respect to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, which appears below in section (c).

(b) Planned Remediation Efforts to Address Material Weakness

We have begun to take steps toward remediation of the material weakness described above, including (i) the implementation of periodic review and assessment of the accrued liability for employee bonus compensation expense by our corporate human resources department; (ii) the development and maintenance of more formal accounting procedures and policies and (iii) the strengthening of existing controls over significant accounting estimates.

While we believe that the actions we have taken and plan to take will correct the identified material weakness in our internal controls, if these actions are not successful it could adversely effect our ability to

report financial results on a timely and accurate basis, as well as our ability to conclude that our internal controls over financial reporting were effective and the ability of our independent registered public accounting firm to deliver an unqualified report, or any report, on our internal controls. Inferior internal controls could cause investors to lose confidence in the accuracy and completeness of our reported financial information, which could have an adverse effect on the trading price of our securities.

(c) Report of Independent Registered Public Accounting Firm

To the Board of Trustees of

Ramco-Gershenson Properties Trust

Farmington Hills, Michigan:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting, that Ramco-Gershenson Properties Trust and subsidiaries (the “Company”) did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of the material weakness identified in management’s assessment based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

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

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

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management’s assessment: During the financial closing process, management and financial closing and reporting personnel did not evaluate events, subsequent to the balance sheet date, impacting the preparation of

the financial statements in conformity with accounting principles generally accepted in the United States of America. This material weakness results from a deficiency in the operation of internal control and resulted in a material misstatement of employee bonuses. The consolidated financial statements for the years ended December 31, 2003 and 2002 have been restated to correct the material misstatements of previously reported accrued expenses and general and administrative expenses for those periods. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2004, of the Company and this report does not affect our report on such financial statements and financial statement schedule.

In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2004 of the Company and our report dated March 25, 2005 expressed an unqualified opinion on those financial statements and financial statement schedule; such report included an explanatory paragraph regarding the restatement of the Company’s 2003 and 2002 consolidated financial statements.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

March 25, 2005

(d) Changes in Internal Control over Financial Reporting

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


Item 9B.	*Other Information*

On March 30, 2005, James Grosfeld, a member of our board of trustees, requested that he not be nominated for re-election to our board of trustees at our 2005 annual shareholder meeting. Mr. Grosfeld has not resigned from the board and has indicated that he intends to remain on the board until his term expires on the date of our 2005 annual shareholder meeting. This information is being included in this Annual Report on Form 10-K in lieu of reporting such event under Item 5.02(b) of a Current Report on Form 8-K.

PART III


Item 10.	*Directors and Executive Officers of the Registrant.*


Item 11.	*Executive Compensation.*


Item 12.	*Security Ownership of Certain Beneficial Owners and Management.*


Item 13.	*Certain Relationships and Related Transactions.*


Item 14.	*Principal Accountant Fees and Services.*

Information required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated herein by reference from our definitive Proxy Statement for our 2005 Annual Meeting of Common Shareholders. The annual meeting will be held on June 7, 2005. The Proxy Statement will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year covered by this report on Form 10-K.

PART IV


Item 15.	*Exhibits and Financial Statement Schedules.*

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

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

(3) Exhibits


3	.1	Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
3	.2	Articles Supplementary Classifying 1,150,000 Preferred Shares of Beneficial Interest as 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company, dated November 8, 2002, incorporated by reference to Exhibit 4.1 to the Current Report of the Company on Form 8-K dated November 5, 2002.
3	.3	Articles Supplementary of the Registrant Classifying 2,018,250 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest, dated May 31, 2004, incorporated by reference to Exhibit 2.3 to the Current Report of the Company on Form 8-k dated June 1, 2004.
3	.4	By-Laws of the Company adopted October 2, 1997, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.1	1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10	.2	Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10	.3	Employment Agreement, dated as of 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	.4	Noncompetition Agreement, dated as of May 10, 1996, 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.
10	.5	Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10	.6	Noncompetition Agreement, dated as of May 10, 1996, 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	.7	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	.8	Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.9	Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.10	Loan Agreement dated December 17, 1997 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National Life Insurance Company relating to a $8,500,000 loan, incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.11	Note dated December 17, 1997 in the aggregate principal amount of $8,500,000 made by Ramco-Gershenson Properties, L.P. in favor of Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.12	Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
10	.13	Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000 made by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.14	Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a $15,225,000 loan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.15	Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.16	Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
10	.17	Limited Liability Company Agreement of RPT/INVEST LLC dated August 23, 1999, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 1999.
10	.18	Amended, Restated and Consolidated Mortgage dated August 25, 2000 between Ramco-Gershenson Properties, L.P., (the “Operating Partnership”), and The Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10	.19	Second Amendment to Mortgage dated August 25, 2000 made by the Operating Partnership in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.


10	.20	Form of Note dated August 25, 2000 made by the Operating Partnership, as Maker, in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10	.21	Form of Contract of Sale dated November 9, 2000 relating to the sale of White Lake MarketPlace made by the Company, as seller, and Pontiac Mall Limited Partnership, as the purchaser (transaction closed on January 29, 2001), incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
10	.22	Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson, incorporated by reference to Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.23	Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward, incorporated by reference to Exhibit 10.49 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.24	Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan, incorporated by reference to Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.25	Promissory Note, dated April 23, 2001, in the principal amount of $10,340,000 made by Ramco Madison Center LLC in favor of LaSalle Bank National Association, incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2001.
10	.26	Limited Liability Company Agreement of Ramco/West Acres LLC., incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001.
10	.27	Assignment and Assumption Agreement dated September 28, 2001 Among Flint Retail, LLC and Ramco/West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001.
10	.28	Limited Liability Company Agreement of Ramco/Shenandoah LLC., Incorporated by reference to Exhibit 10.41 to the Company’s on Form 10-K for the year ended December 31, 2001.
10	.29	Mortgage and Security Agreement, dated April 17, 2002 in the Principle amount of $13,000,000 between Ramco-Gershenson Properties, L.P. and Nationwide Life Insurance Company, incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10	.30	Assumption and Modification Agreement of a secured note dated May 16, 2002 between Phoenix Life Insurance Company, Horizon Village Associates and Ramco-Gershenson Properties, L.P. in the amount of $6,840,672, incorporated by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10	.31	Promissory Note dated June 4, 2002 between Ramco/Coral Creek, LLC and KeyBank National Association relating to a $10,272,000 loan, incorporated by reference to Exhibit 10.45 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10	.32	Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC., incorporated by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2002.
10	.33	Mortgage, Assignment of Leases and Rent, Security Agreement and Fixture Filing by Ramco/Crossroads at Royal Palm, LLC, as Mortgagor for the benefit of Solomon Brothers Realty Corp., as Mortgagee, for A $12,300,000 note, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.34	Fixed rate note dated July 12, 2002 made by Ramco/Crossroads at Royal Palm, LLC, as Maker, and Solomon Brothers Realty Corp., as payee in the amount of $12,300,000, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.


10	.35	Fourth Amended and Restated Master Revolving Credit Agreement Dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the borrower, Ramco-Gershenson Properties Trust, as Guarantor and Fleet National Bank and the Banks which may become parties to the loan agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.36	Form of Fourth Amended and Restated Note dated December 30, 2002 made by Ramco-Gershenson Properties, L.P., as Maker, in connection with the Operating Partnership’s $125,000,000 borrowing agreement, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.37	Second Amended and Restated Unsecured Term Loan Agreement dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the Borrower, Ramco-Gershenson Properties, L.P., as Guarantor, and Fleet National Bank and other Banks which may become a party to this loan agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.38	Form of Amended and Restated Note, dated December 30, 2002, made by Ramco-Gershenson Properties, L.P., as Borrower, in connection with borrowing agreement under Unsecured Term Loan Agreement, incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
10	.39	Assumption and Modification Agreement dated May 6, 2003, in the amount of $4,161,352.92, between Ramco-Gershenson Properties, L.P. the mortgagor and Jackson National Life Insurance Company, mortgagee, incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.
10	.40	First Amendment to Loan Agreement, dated May 6, 2003, among Ramco-Gershenson Properties, L.P. and Jackson National Life Insurance Company relating to a $4,161,352.92 loan, incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.
10	.41	Ramco-Gershenson Properties Trust 2003 Long-Term Incentive Plan, incorporated by reference to Appendix B of the Company’s 2003 Proxy Statement filed on April 28, 2003
10	.42	Ramco-Gershenson Properties Trust 2003 Non-Employee Trustee Stock Option Plan, incorporated by reference to Appendix C of the Company’s 2003 Proxy Statement filed on April 28, 2003.
10	.43	Fixed rate note dated June 30, 2003, between East Town Plaza, LLC and Citigroup Global Markets Realty Corp. in the amount of $12,100,000, incorporated by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003.
10	.44	Mortgage dated July 29, 2004 between Ramco Lantana LLC and KeyBank National Association relating to a $11,000,000 loan, incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.45	Consent and Assumption Agreement dated August 19, 2003, in the amount of $15,731,557, between Lakeshore Marketplace, LLC, and the seller, Ramco-Gershenson Properties, L.P. the guarantor and Wells Fargo Bank Minnesota, N.A., Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on For 10-K for the year ended December 31, 2003.
10	.46	Loan Assumption Agreement dated December 18, 2003 in the amount of $8,880,865, between Hoover Eleven Center Company, the original borrower, Hoover Eleven Center Acquisition LLC and Hoover Eleven Center Investment LLC, new borrowers, Ramco-Gershenson Properties, L.P., sole member of new borrowers and Canada Life Insurance Company of America, the lender, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.


10	.47	Loan Assumption Agreement dated December 18, 2003 in the amount of $3,500,000, between Hoover Annex Associates Limited Partnership, the original borrower, Hoover Annex Acquisition LLC and Hoover Annex Investment LLC, new borrowers, Ramco-Gershenson Properties, L.P., sole member of new borrowers and Canada Life Insurance Company of America, the lender, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.48	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated October 1, 2003, in the amount of $25,000,000, between Chester Springs SC, LLC the mortgagor, and for the benefit of Citigroup Global Markets Realty Corp., the mortgagee, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10	.49	First Modification Agreement dated January 15, 2004, between Ben Mar, LLC, the old borrower, Ramco-Merchants Square LLC, the new borrower and Teachers Insurance and Annuity Association of America the lender, incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.
10	.50	Guaranty agreement dated January 15, 2004 between Ramco-Gershenson Properties, L.P., the Guarantor, and Teachers Insurance and Annuity Association of America, the Lender, in connection with the modification agreement dated January 15, 2004, incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.
10	.51	First Amendment to Employment Agreement, dated April 24, 2003 between Ramco-Gershenson Properties Trust and Bruce Gershenson, incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004.
10	.52	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC, as Mortgagor and Citigroup Global Markets Realty Corp as Mortgagee in the amount of $26,960,000, incorporated by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.53	Fixed rate note dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Maker and Citigroup Global Markets Realty Corp as payee in the amount of $26,960,000, incorporated by reference to Exhibit 10.65 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.54	Mortgage dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Mortgagor and Citigroup Global Markets Realty Corp as Mortgagee in the amount of $7,740,000, incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.55	Fixed rate note dated April 14, 2004 between Ramco Auburn Crossroads SPE LLC as Maker and Citigroup Global Markets Realty Corp as payee in the amount of $7,740,000, incorporated by reference to Exhibit 10.67 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10	.56	Contract of Sale and Purchase dated June 29, 2004 between Ramco Development LLC and NWC Glades 441, Inc., Diversified Invest II, LLC and Diversified Invest III, LLC in the amount of $126,000,000 to purchase Mission Bay Plaza and Plaza at Delray shopping centers, incorporated by reference to Exhibit 10.68 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.
10	.57	Assumption of Liability and Modification Agreement dated August 12, 2004 in the amount of $7,000,000, between Centre at Woodstock, LLC (“Borrower”), Ramco Woodstock LLC (“Purchaser”) and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”), incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.


10	.58	Substitution of Guarantor, dated August 12, 2004 by Ramco-Gershenson Properties, L.P., James C. Wallace, Jr., and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (‘Lender‘), incorporated by reference to Exhibit 10.70 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.
10	.59*	Consent to Transfer of Property and Assumption of Amended and Restated Secured Promissory Note, Amended and Restated Deed to Secure Debt and Security Agreement, dated August 13, 2004, in the original amount of $14,216,000, by LaSalle Bank National Association, Trustee for Morgan Stanley Dean Witter Capital I Inc.; Commercial Mortgage Pass Through Certificates, Series 2001-TOP1, Lender; The Promenade at Pleasant Hill, L.P. as current Borrower; Ramco Promenade LLC, proposed Borrower, James C. Wallace, Current Guarantor and Ramco-Gershenson Properties L.P., the Proposed Guarantor.
10	.60*	Reaffirmation and Consent to Transfer and Substitution of Indemnitor Agreement, dated September 7, 2004, in the original amount of $40,500,000, by Ramco-Gershenson Properties, L.P. as purchased and substitute indemnitor, Boca Mission, LLC, the original borrower, Investcorp Properties Limited, the original indemnitor, Diversified Invest II, LLC, the seller, NWC Glades 441, Inc. original principal, Ramco Boca SPC, Inc, the substitute principal, and LaSalle Bank National Association, the lender.
10	.61*	Reaffirmation and Consent to Transfer and Substitution of Indemnitor Agreement, dated September 7, 2004, in the original amount of $43,250,000, by Ramco-Gershenson Properties, L.P. as purchaser and substitute indemnitor, Linton Delray, LLC, the borrower, Investcorp Properties Limited, the original indemnitor, Diversified Invest III, LLC, the seller, Delray Rental, Inc., original principal, Ramco Delray SPC, Inc, the substitute principal, and LaSalle Bank National Association, the lender.
10	.62*	Amended and Restated Limited Partnership Agreement of Ramco/Lion Venture LP, dated as of December 29, 2004, by Ramco-Gershenson Properties, L.P., as a limited partner, Ramco Lion LLC, as a general partner, CLPF-Ramco, L.P. as a limited partner, and CLPF-Ramco GP, LLC as a general partner.
10	.63*	First Amendment to Fourth Amended and Restated Master Revolving Credit Agreement and Other Loan Documents, dated December 29, 2004 by and among Ramco-Gershenson Properties, L.P., as Maker, in connection with the Operating Partnership’s $160,000,000 borrowing agreement.
10	.64*	First Amendment to Second Amended and Restated Unsecured Revolving Credit Agreement, dated December 29, 2004 by and among Ramco-Gershenson Properties, L.P., as Maker, in connection with the Operating Partnership’s borrowing agreement.
10	.65*	Summary of Trustee Compensation Structure
10	.66*	Form of Nonstatutory Stock Option Agreement.
12	.1*	Computation of Ratio of Earnings to Combined Fixed Charges And Preferred Stock Dividends.
14	.1*	Ramco-Gershenson Properties Trust Code of Business Conduct and Ethics.
21	.1*	Subsidiaries
23	.1*	Consent of Deloitte & Touche LLP.
31	.1*	Certification of Dennis E. Gershenson as Principal Executive Officer.
31	.2*	Certification of Richard J. Smith as Principal Financial Officer.
32	.1*	Certification of Dennis E. Gershenson as President and CEO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2*	Certification of Richard J. Smith as CFO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.


*	Filed herewith

SIGNATURES

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


		Ramco-Gershenson Properties Trust

Dated: March 29, 2005		By: /s/ Joel D. Gershenson Joel D. Gershenson, Chairman

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


Dated: March 29, 2005		By: /s/ Joel D. Gershenson Joel D. Gershenson, Trustee and Chairman

Dated: March 29, 2005		By: /s/ Dennis E. Gershenson Dennis E. Gershenson, Trustee and President (Principal Executive Officer)

Dated: March 29, 2005		By: /s/ Stephen R. Blank Stephen R. Blank, Trustee

Dated: March 29, 2005		By: /s/ Arthur H. Goldberg Arthur H. Goldberg, Trustee

Dated: March 29, 2005		By: /s/ James Grosfeld James Grosfeld, Trustee

Dated: March 29, 2005		By: /s/ Robert A. Meister Robert A. Meister, Trustee

Dated: March 29, 2005		By: /s/ Joel M. Pashcow Joel M. Pashcow, Trustee

Dated: March 29, 2005		By: /s/ Mark K. Rosenfeld Mark K. Rosenfeld, Trustee

Dated: March 29, 2005		By: /s/ Richard J. Smith Richard J. Smith, Chief Financial Officer (Principal Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

Ramco-Gershenson Properties Trust

Farmington Hills, Michigan:

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

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

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

As discussed in Note 3, the accompanying 2003 and 2002 consolidated financial statements have been restated.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 25, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

March 25, 2005

F-1

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS


				December 31,

				2004			2003

							(As restated)
				(In thousands, except
				per share amounts)
ASSETS
Investment in real estate, net				$	951,176		$	736,645
Cash and cash equivalents					15,045			19,883
Accounts receivable, net					26,845			30,109
Equity investments in unconsolidated entities					9,182			9,091
Other assets, net					41,530			30,551

		Total Assets		$	1,043,778		$	826,279

LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable				$	633,435		$	454,358
Distributions payable					9,963			10,486
Accounts payable and accrued expenses					30,003			24,474

		Total Liabilities			673,401			489,318

Minority Interest					40,364			42,643
SHAREHOLDERS’ EQUITY
	Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized:
		9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 issued and shares issued and outstanding, liquidation value of $25,000			23,804			23,804
		7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and shares issued and outstanding in 2004, none in 2003, liquidation value of $53,837			51,741			—
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,829 and 16,795 issued and outstanding, in 2004 and 2003, respectively				168			167
	Additional paid-in capital				342,719			342,127
	Accumulated other comprehensive income (loss)				220			(1,098	)
	Cumulative distributions in excess of net income				(88,639	)		(70,682	)

Total Shareholders’ Equity					330,013			294,318

			Total Liabilities and Shareholders’ Equity	$	1,043,778		$	826,279

See notes to consolidated financial statements.

F-2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


				Year Ended December 31,

				2004			2003			2002

							(As restated)			(As restated)
				(In thousands, except per share amounts)
REVENUES
	Minimum rents			$	91,346		$	72,992		$	60,628
	Percentage rents				961			1,177			1,052
	Recoveries from tenants				34,733			29,527			25,228
	Fees and management income				2,506			1,455			1,527
	Other income				2,349			2,906			2,400

			Total revenues		131,895			108,057			90,835

EXPENSES
	Real estate taxes				17,193			14,822			11,911
	Recoverable operating expenses				19,736			16,903			14,349
	Depreciation and amortization				27,491			23,010			17,697
	Other operating				1,807			4,277			1,448
	General and administrative				11,145			8,792			9,377
	Interest expense				34,525			29,432			26,429

			Total expenses		111,897			97,236			81,211

Operating income					19,998			10,821			9,624
Impairment of investment in unconsolidated entity					(4,775	)		—			—

Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities					15,223			10,821			9,624
Gain on sale of real estate assets					2,408			263			—
Minority interest					(2,706	)		(1,969	)		(2,422	)
Earnings from unconsolidated entities					180			252			790

Income from continuing operations					15,105			9,367			7,992

Discontinued operations, net of minority interest:
	Gain on sale of property				—			897			2,164
	Income from operations				15			214			407

Income from discontinued operations					15			1,111			2,571

Net income					15,120			10,478			10,563
Preferred stock dividends					(4,814	)		(2,375	)		(1,151	)
Gain on redemption of preferred shares					—			—			2,425

Net income available to common shareholders				$	10,306		$	8,103		$	11,837

Basic earnings per share:
	Income from continuing operations			$	0.61		$	0.50		$	0.88
	Income from discontinued operations				—			0.08			0.24

	Net income			$	0.61		$	0.58		$	1.12

Diluted earnings per share:
	Income from continuing operations			$	0.60		$	0.49		$	0.87
	Income from discontinued operations				—			0.08			0.24

	Net income			$	0.60		$	0.57		$	1.11

	Basic weighted average shares outstanding				16,816			13,955			10,529

	Diluted weighted average shares outstanding				17,031			14,141			10,628

COMPREHENSIVE INCOME
	Net income			$	15,120		$	10,478		$	10,563
	Other comprehensive income:
		Unrealized gains on interest rate swaps			1,318			1,832			249

Comprehensive income				$	16,438		$	12,310		$	10,812

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands, except share amounts)


										Accumulated			Cumulative
					Common		Additional			Other			Distributions			Total
		Preferred			Stock Par		Paid-In			Comprehensive			in Excess of			Shareholders’
		Stock			Value		Capital			Income(Loss)			Net Income			Equity

Balance, January 1, 2002 as previously reported		$	33,829		$	71	$	150,186		$	(3,179	)	$	(47,502	)	$	133,405
	Adjustments to opening shareholders’ equity													(318	)		(318	)

Balance, January 1, 2002 (as restated)			33,829			71		150,186			(3,179	)		(47,820	)		133,087
	Cash distributions declared													(18,419	)		(18,419	)
	Preferred shares dividends declared													(1,151	)		(1,151	)
	Conversion of Operating Partnership Units to common shares							224									224
	Conversion of preferred shares to common shares		(4,833	)		3		4,830									—
	Redemption of Series A Preferred shares		(28,996	)										2,425			(26,571	)
	Issuance of common stock					48		77,650									77,698
	Issuance of Series B Preferred Shares		23,804														23,804
	Purchase and retirement of common shares							(42	)								(42	)
	Stock options exercised							800									800
	Net income and comprehensive income (as restated)										249			10,563			10,812

Balance, December 31, 2002, as restated			23,804			122		233,648			(2,930	)		(54,402	)		200,242
	Cash distributions declared													(24,382	)		(24,382	)
	Preferred shares dividends declared													(2,376	)		(2,376	)
	Deficiency dividend declared — See Note 18													(2,200	)		(2,200	)
	Reimbursement of deficiency dividend													2,200			2,200
	Conversion of Operating Partnership Units to common shares							28									28
	Issuance of common stock					45		107,160									107,205
	Stock options exercised							1,291									1,291
	Net income and comprehensive income (as restated)										1,832			10,478			12,310

Balance, December 31, 2003, as restated			23,804			167		342,127			(1,098	)		(70,682	)		294,318
	Cash distributions declared													(28,263	)		(28,263	)
	Preferred shares dividends declared													(4,814	)		(4,814	)
	Stock options exercised					1		592									593
	Issuance of Series C Preferred Shares		51,741														51,741
	Net income and comprehensive income										1,318			15,120			16,438

Balance, December 31, 2004		$	75,545		$	168	$	342,719		$	220		$	(88,639	)	$	330,013

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Year Ended December 31,

					2003			2002
		2004			(As restated)			(As restated)

		(In thousands)
Net income		$	15,120		$	10,478		$	10,563
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		27,491			23,078			17,843
	Amortization of deferred financing costs		1,291			991			1,208
	Write-off of straight line rent receivable		—			2,982			—
	Gain on sale of property		—			(897	)		(2,164	)
	Gain on sale of real estate assets		(2,408	)		(263	)		—
	Earnings from unconsolidated entities		(180	)		(252	)		(790	)
	Impairment of investment in unconsolidated entity		4,775			—			—
	Minority interest, continuing operations		2,706			1,969			2,422
	Minority interest, discontinued operations		2			44			137
	Distributions received from unconsolidated entities		468			656			719
	Lease incentive received		713			—			—
	Changes in assets and liabilities that provided (used) cash:
	Accounts receivable		(177	)		(9,591	)		(3,615	)
	Other assets		(4,972	)		(7,277	)		(7,366	)
	Accounts payable and accrued expenses		1,558			4,767			309

Net Cash Provided by Operating Activities			46,387			26,685			19,266

CASH FLOWS FROM INVESTING ACTIVITIES:
	Real estate developed or acquired, net of liabilities assumed		(119,084	)		(96,194	)		(77,390	)
	Investment in unconsolidated entities		(6,547	)		—			(14,079	)
	Proceeds from sale of property		—			3,268			10,272
	Proceeds from sales of real estate assets		20,068			11,058			—
	Other		—			—			72

Net Cash Used in Investing Activities			(105,563	)		(81,868	)		(81,125	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash distributions to shareholders		(28,249	)		(22,478	)		(16,249	)
	Cash distributions to operating partnership unit holders		(4,920	)		(4,922	)		(4,937	)
	Cash dividends paid on preferred shares		(3,744	)		(2,376	)		(1,998	)
	Redemption of preferred shares		—			—			(26,571	)
	Repayment of unsecured revolving credit facility		(27,000	)		(48,748	)		(32,125	)
	Principal repayments on mortgages payable		(50,792	)		(46,243	)		(15,761	)
	Repayment of Credit Facility		(19,050	)		(24,098	)		(17,700	)
	Payment of deferred financing costs		(3,175	)		(991	)		(2,755	)
	Distributions to minority partners		(66	)		—			—
	Purchase and retirement of common shares		—			—			(42	)
	Net proceeds from issuance of common shares		—			107,205			77,698
	Net proceeds from issuance of preferred shares		51,741			—			23,804
	Proceeds from mortgages payable		34,700			48,100			63,736
	Borrowings on Credit Facility		60,000			8,098			6,400
	Borrowings on unsecured revolving credit facility		44,300			48,748			10,000
	Borrowings on construction loan		—			1,506			—
	Proceeds from exercise of stock options		593			1,291			800

Net Cash Provided by Financing Activities			54,338			65,092			64,300

Net (Decrease) Increase in Cash and Cash Equivalents			(4,838	)		9,909			2,441
Cash and Cash Equivalents, Beginning of Period			19,883			9,974			5,542
Effect of purchase of remaining joint venture interests			—			—			1,991

Cash and Cash Equivalents, End of Period		$	15,045		$	19,883		$	9,974

Supplemental Cash Flow Disclosure, including Non-Cash Activities:
	Cash paid for interest during the period	$	33,742		$	29,206		$	25,018
	Capitalized interest		692			575			1,244
	Assumed debt of acquired property and joint venture interests		136,919			43,747			61,086
	Deficiency dividend declared		—			2,196			—
	Increase in fair value of interest rate swaps		1,318			1,832			249

See notes to consolidated financial statements.

F-5

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2004, 2003 and 2002

(Dollars in thousands)

1. Organization and Summary of Significant Accounting Policies

Ramco-Gershenson Properties Trust, together with its subsidiaries, (the “Company”) is a real estate investment trust (“REIT”) engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2004, we had a portfolio of 74 shopping centers, with more than 15,300,000 square feet of gross leasable area, located in the midwestern, southeastern and mid-Atlantic regions of the United States. Our centers are usually anchored by discount department stores or supermarkets and the tenant base consists primarily of national and regional retail chains and local retailers. Our credit risk, therefore, is concentrated in the retail industry.

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

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (85.2% owned by us at December 31, 2004 and 2003), and all wholly owned subsidiaries, including bankruptcy remote single purpose entities and all majority owned joint venture entities over which we have control. Investments in real estate joint ventures for which we have the ability to exercise significant influence over, but we do not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures is included in consolidated net income. All intercompany accounts and transactions have been eliminated in consolidation.

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

Use of Estimates

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

These estimates are based on historical experience and information that is available to management about current events and actions the Company may take in the future. Listed below are certain significant estimates and assumptions used in the preparation of our financial statements.

Allowance for Doubtful Accounts — We provide for bad debt expense based upon the reserve method of accounting. We monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and

F-6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year.

Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $1,143 and $873 as of December 31, 2004 and 2003, respectively.


	2004			2003			2002

Allowance for doubtful accounts:
Balance at beginning of year	$	873		$	1,573		$	1,773
Charged to Expense		410			3,031			211
Write offs		(140	)		(3,731	)		(411	)

Balance at end of year	$	1,143		$	873		$	1,573

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

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

During 2004, we recognized an impairment loss of $4,775 related to our 10% investment in PLC Novi West Development. This investment was accounted for on the equity method of accounting. There were no impairment charges for the years ended December 31, 2003 or 2002. See Note 4.

Revenue Recognition

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

F-7

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Straight line rental income was greater than the current amount required to be paid by our tenants by $1,914, $1,645 and $2,923 for the years ended December 31, 2004, 2003 and 2002, respectively.

Revenues from our largest tenant, Wal-Mart, amounted to 5.1%, 6.7% and 7.5% of our annualized base rent for the years ended December 31, 2004, 2003 and 2002, respectively.

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

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Income Tax Status

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

Real Estate

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

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

Other Assets

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

F-8

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Purchase Accounting for Acquisitions of Real Estate and Other Assets

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

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

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

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

Investments in Unconsolidated Entities

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

Derivative Financial Instruments

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

In managing interest rate exposure on certain floating rate debt, we at times enter into interest rate protection agreements. We do not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued monthly, and recognized currently in the Consolidated Statements of Income and Comprehensive Income. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however, we do not anticipate non-performance by the counter party.

F-9

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation

We have two stock-based compensation plans, which are described more fully in Note 16. We account for these plans under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plans had an exercise price equal to the market value of the underlying common shares on the date of grant, except for amounts received by certain executives for dividend equivalent payments under our stock option gain deferral plan. The following table illustrates the effect on net income and earnings per share as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.


		Years Ended December 31,

		2004			2003			2002

Net Income, as reported		$	15,120		$	10,478		$	10,563
Less total stock-based employee compensation expense determined under fair value method for all awards			(54	)		(21	)		(45	)

Pro forma net income		$	15,066		$	10,457		$	10,518

Earnings per share:
	Basic — as reported	$	0.61		$	0.58		$	1.12

	Basic — pro forma	$	0.61		$	0.58		$	1.12

	Diluted — as reported	$	0.60		$	0.57		$	1.11

	Diluted — pro forma	$	0.60		$	0.57		$	1.11

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


	2004			2003			2002

Risk-free interest rate		3.2	%		2.3	%		4.3	%
Dividend yield		6.8	%		7.1	%		8.7	%
Volatility		20.6	%		22.0	%		21.5	%
Weighted average expected life		5.0			5.0			5.0


2.	Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 153, “Exchange of Nonmonetary Assets” (“SFAS 153”). This Statement amends Accounting Principles Board (“APB”) Opinion No. 29, “Accounting for Nonmonetary Transactions” (“APB No. 29”) which established the requirement that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB No. 29, however, included certain exceptions to that principle. SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS 153 is not expected to have material impact on our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). This statement supersedes APB No. 25 and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all shares-based payments to employees, including grants of employee stock

F-10

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

options, to be recognized in the consolidated statement of income based on their fair values. SFAS 123(R) is effective for fiscal periods beginning after June 15, 2005.

The impact of adopting SFAS 123(R) cannot be accurately estimated at this time, as it will depend on the market value and the amount of share-based awards granted in future periods.

3. Restatement

The accompanying financial statements for 2003 and 2002 have been restated to reflect adjustments for misstatements the Company identified in February and March 2005. We determined that the Company had understated its liability for employee bonuses and overstated assets, including leasing costs, related to former tenants. In addition, the Company evaluated the accounting for rental revenues as a result of the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission in a February, 2005 letter to the American Institute of Certified Public Accountants. Our evaluation resulted in restating 2003 and 2002 revenue related to the initial timing of recognition of straight line rent. The restatement of our Consolidated Balance Sheets as of December 31, 2003 resulted in a decrease in assets of $700 and increase in accrued liabilities of $1,011. The restatement of our Consolidated Statements of Income and Comprehensive Income decreased net income by $615 and $443 for the years ended December 31, 2003 and 2002, respectively.

Set forth below is a summary of the significant effects of the restatement in the Consolidated Statements of Income for the years ended December 31, 2003 and 2002 and the Consolidated Balance Sheet as of December 31, 2003. See Note 18 for a comparison of the restated Quarterly Financial Data for each of the quarterly results of operations for the years ended December 31, 2004 and 2003.


			Year Ended December 31,

			2003						2002

			As Previously			As			As Previously			As
			Reported			Restated			Reported			Restated

Revenues
	Minimum rents		$	73,335		$	72,992		$	60,553		$	60,628

		Total revenues		108,400			108,057			90,760			90,835

Expenses
	Depreciation and amortization			22,908			23,010			17,590			17,697
	General and administrative			8,515			8,792			8,833			9,377

		Total expenses		96,857			97,236			80,560			81,211

Operating income				11,543			10,821			10,200			9,624

Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities				11,543			10,821			10,200			9,624
Minority interest				(2,076	)		(1,969	)		(2,555	)		(2,422	)

Income from continuing operations				9,982			9,367			8,435			7,992

Net income			$	11,093		$	10,478		$	11,006		$	10,563

Basic earnings per share:
	Income from continuing operations		$	0.55		$	0.50		$	0.92		$	0.88
	Income from discontinued operations			0.07			0.08			0.25			0.24

	Net income		$	0.62		$	0.58		$	1.17		$	1.12

Diluted earnings per share:
	Income from continuing operations		$	0.54		$	0.49		$	0.91		$	0.87
	Income from discontinued operations			0.08			0.08			0.25			0.24

	Net income		$	0.62		$	0.57		$	1.16		$	1.11

F-11

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


		As of December 31, 2003

		As
		Previously			As
		Reported			Restated

Assets
Investment in real estate, net		$	736,753		$	736,645
Accounts receivable, net			30,578			30,109
Other assets, net			30,674			30,551
	Total Assets	$	826,979		$	826,279
Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses		$	23,463		$	24,474
	Total Liabilities		488,307			489,318
Minority Interest			42,978			42,643
Shareholders’ Equity
Cumulative distributions in excess of net income			(69,306	)		(70,682	)
Total Shareholders’ Equity			295,694			294,318
	Total Liabilities and Shareholders’ Equity	$	826,979		$	826,279

4. Impairment of Investment in Unconsolidated Entity

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

5. Accounts Receivable — Net

Accounts receivable at December 31, 2004 includes $3,390 due from Atlantic Realty Trust (“Atlantic”) for reimbursement of tax deficiencies and interest related to the Internal Revenue Service (“IRS”) examination of our taxable years ended December 31, 1991 through 1995. Under terms of the Tax Agreement, Atlantic assumed all of our liability for tax and interest arising out of the IRS examination. See Note 20.

Accounts receivable includes $11,708 and $11,388 of unbilled straight-line rent receivables at December 31, 2004 and December 31, 2003, respectively.

F-12

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Investment in Real Estate

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


	2004			2003

Land	$	141,736		$	108,170
Buildings and improvements		908,304			701,953
Construction in progress		16,215			20,122

		1,066,255			830,245
Less: accumulated depreciation		(115,079	)		(93,600	)

Investment in real estate — net	$	951,176		$	736,645

Depreciation expense for the years ended December 31, 2004, 2003 and 2002 was $22,567, $19,158 and $14,434, respectively.

7. Property Acquisitions and Dispositions

Acquisitions:

We acquired eight properties during 2004 at an aggregate cost of $248,400, including the assumption of approximately $126,500 of mortgage indebtedness and six properties during 2003, at an aggregate cost of $106,750, including the assumption of approximately $43,747 of mortgage indebtedness. We allocated the purchase price of acquired property between land, building and other identifiable intangible assets and liabilities, such as amounts related to in-place leases and acquired below-market leases.

At December 31, 2004, $8,411 of intangible assets related to acquisitions made in 2004 and 2003 are included in Other Assets in the Consolidated Balance Sheet. Of this amount, approximately $5,702 was attributable to in-place leases, principally lease origination costs, such as legal fees and leasing commissions, and $2,709 was attributable to above-market leases. Included in accrued expenses are intangible liabilities related to below-market leases of $2,361 and an adjustment to increase debt to fair market value in the amount of $2,384. The lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases which resulted in additional expense of approximately $945 and an increase in revenue of $332 for the twelve months ended December 31, 2004. The fair market value adjustment of debt decreased interest expense by $411 for the twelve months ended December 31, 2004. Due to existing contacts and relationships with tenants at our currently owned properties, no value has been ascribed to tenant relationships at the acquired properties.

Purchase

Debt

Acquisition Date

Property Name

Property Location

Price

Assumed

2004:

January

Merchants’ Square

Carmel, IN

37,300

23,100

August

Promenade at Pleasant Hill

Duluth, GA

24,500

13,800

August

Centre at Woodstock

Woodstock, GA

12,000

5,800

September

Mission Bay Plaza

Boca Raton, FL

60,800

40,500

September

Plaza at Delray

Delray Beach, FL

65,800

43,300

December

Village Plaza*

Lakeland, FL

15,500

—

December

Treasure Coast Commons*

Jensen Beach, FL

14,000

—

December

Vista Plaza*

Jensen Beach, FL

18,500

—

F-13

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Purchase

Debt

Acquisition Date

Property Name

Property Location

Price

Assumed

2003:

January

Livonia Plaza

Livonia, MI

13,100

—

May

Publix at River Crossing

New Port Richey, FL

7,150

4,200

July

Clinton Pointe

Clinton Township, MI

11,600

—

August

Lakeshore Marketplace

Norton Shores, MI

22,500

15,700

September

Fairlane Meadows

Dearborn, MI

19,400

12,000

December

Hoover Eleven

Warren, MI

33,000

11,900


*	Ramco/ Lion Venture LP acquired the three Florida properties in December 2004. Subsequent to the acquisitions, we admitted an investor into the entity and our ownership percentage in Ramco/ Lion Venture LP decreased to 30%. See Note 9.

Dispositions:

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

In December 2003, we sold Ferndale Plaza for cash of $3,268, resulting in a gain on sale of approximately $897, net of minority interest. Ferndale Plaza’s results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2002 and 2003. During 2004 we recognized $15 of percentage rent revenues net of minority interest. In addition, during 2003, we sold six parcels of land and recognized an aggregate gain of $263.

In April 2002, we sold Hickory Corners for cash of $10,272, resulting in a gain on sale of approximately $2,164, net of minority interest. Hickory Corners’ results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated Statements of Income and Comprehensive Income for the year ended December 31, 2002.

8. Acquisition of Joint Venture Properties

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

In May 2002, we acquired an additional 75% ownership interest in RPT/ INVEST, LLC, which owns two community centers: Chester Springs and Rivertowne Square. As a result of this purchase, we became the 100% owner of the two centers. In this transaction we paid approximately $8,714 to our joint venture partner in cash and we assumed $22,000 of debt.

During November 2002, we acquired an additional 90% ownership interest in Rossford Development LLC, which owns Crossroads Centre located in Rossford, Ohio. As a result of this purchase, we became the 100% owner of this center. The purchase price amounted to cash payment of $1,373, and we assumed debt of $20,246.

F-14

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In December 2002, we acquired an additional 75% ownership interest in RPT/ INVEST II, LLC, which owns East Town Plaza shopping center located in Madison, Wisconsin. We paid our joint venture partner approximately $3,992 in cash and assumed $12,000 of debt. This additional investment resulted in us becoming the 100% owner of the center.

Prior to acquiring the 100% interest in the above mentioned shopping centers, we accounted for the shopping centers using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures prior to acquiring the remaining ownership interest is included in earnings from unconsolidated entities in the Consolidated Statements of Income and Comprehensive Income.

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

9. Investments in Unconsolidated Entities

We currently have investments in the following unconsolidated entities:


	Ownership as of
Unconsolidated Entities	December 31, 2004

S-12 Associates		50%
Ramco/ West Acres LLC		40%
Ramco/ Shenandoah LLC		40%
Beacon Square Development LLC		10%
Ramco Gaines, LLC		10%
Ramco Lion Venture LP		30%

In March 2004, we formed Beacon Square Development LLC (“Beacon Square”) and invested $50 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. In June 2004, Beacon Square obtained a variable rate construction loan from a financial institution, in an amount not to exceed $6,800, which loan is due in August 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1,300, due August 2007. Beacon Square has an investment in real estate assets of approximately $6,700 and other liabilities of $1,000, as of December 31, 2004.

We do not have a controlling interest in Beacon Square, and we record our 10% share of the joint venture’s operating results using the equity method. Under the terms of an agreement with Beacon Square, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned a predevelopment fee of $125 and management fees of $334 during 2004. Our maximum exposure to loss is our investment of $50 and any unpaid management fees as of December 31, 2004.

In June 2004, we formed Ramco Gaines LLC (“Gaines”) and invested $50 for a 10% interest in Gaines, and an unrelated party contributed $450 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. Prior to September 30, 2004, we had substantial continuing involvement in the property, and accordingly, we consolidated Gaines in our June 30, 2004 financial statements. In September 2004, due to changes in the joint venture agreement and financing arrangements, we do not have substantial continuing involvement and accordingly account for the investment on the equity method. This entity is developing a shopping center located in Gaines Township, Michigan. In September 2004, Gaines obtained a variable rate construction loan from a financial institution, in an amount not to exceed

F-15

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$8,025, which loan is due in September 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1,500, due September 2007. Gaines has an investment in real estate assets of approximately $7,900, and other liabilities of $2,300, as of December 31, 2004.

Under the terms of an agreement with Gaines, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned a predevelopment fee of $250 and management fees of $1,447 during 2004. Our maximum exposure to loss is our investment of $50 and any unpaid management fees as of December 31, 2004.

In December 2004, we formed Ramco Lion/ Venture LP (the “Venture”) with affiliates of Clarion Lion Properties Fund (“Clarion”), a private equity real estate fund and advised by ING Clarion Partners. We own 30% of the equity in the Venture and Clarion owns 70%. The Venture plans to acquire up to $450,000 of stable, well-located community shopping centers located in the Southeast and Midwestern United States. The Company and Clarion have committed to contribute to the Venture up to $54,000 and $126,000, respectively, of equity capital to acquire properties through June 2006.

In 2004, the Venture acquired three shopping centers located in Florida with an aggregate purchase price of $48,000. In addition, the Venture has entered into purchase agreements for six shopping centers, with an aggregate purchase price of $218,300.

Under terms of an agreement with the Venture, we are the manager of the Venture and its properties, earning fees for acquisitions, management, leasing and financing. We earned an acquisition fee of $288 during 2004. We also have the opportunity to receive performance-based earnings through our interest in the Venture. We account for our interest in the Venture using the equity method. At December 31, 2004, the Venture had a $28,800 variable rate bridge loan, due May 30, 2005, which the Company and Clarion have jointly and severally guaranteed. It is the Venture’s intention to replace the bridge loan with permanent financing. However, there can be no assurance that the Venture will be able to refinance the debt on commercially reasonable or any other terms.

Our unconsolidated entities had the following debt outstanding at December 31, 2004:


	Balance		Interest
Unconsolidated Entities	outstanding		Rate		Maturity Date

S-12 Associates	$	1,227		7.50%		May 2016
Ramco/ West Acres LLC		9,137		8.14%		April 2030(1)
Ramco/ Shenandoah LLC		12,654		7.33%		February 2012
Beacon Square Development LLC		4,065		4.06%		August 2007
Beacon Square Development LLC		1,300		13.00%		August 2007
Ramco Gaines LLC		5,712		4.11%		September 2007
Ramco Gaines LLC		1,500		13.00%		September 2007
Ramco Lion Venture LP		28,830		4.11%		May 2005

	$	64,425


(1)	Under terms of the note, the anticipated payment date is April 2010.

F-16

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


		2004			2003			2002

ASSETS
Investment in real estate, net		$	90,828		$	133,282
Other assets			4,858			6,273

	Total Assets	$	95,686		$	139,555

LIABILITIES
Mortgage notes payable		$	64,425		$	99,720
Other liabilities			5,540			3,994

Owners’ equity			25,721			35,841

	Total Liabilities and Owners’ Equity	$	95,686		$	139,555

	Company’s Equity Investments in and Advances to Unconsolidated Entities	$	9,182		$	9,091

TOTAL REVENUES		$	9,164		$	11,736		$	18,679
TOTAL EXPENSES			9,496			12,516			15,685

NET (LOSS) INCOME		$	(332	)	$	(780	)	$	2,994

COMPANY’S SHARE OF INCOME		$	180		$	252		$	790

10. Other Assets

Other assets at December 31 are as follows:


	2004			2003

Leasing costs	$	20,956		$	21,750
Prepaid expenses and other		18,201			13,456
Deferred financing costs		13,227			10,052
Intangible assets		9,693			3,010

		62,077			48,268
Less: accumulated amortization		(23,507	)		(21,194	)

		38,570			27,074
Proposed development and acquisition costs		2,960			3,477

Other assets — net	$	41,530		$	30,551

Amortization expense for the twelve months ended December 31, 2004, 2003 and 2002 was $6,215, $4,911 and $4,617, respectively.

Intangible assets at December 31, 2004 include $6,662 of lease origination costs and $2,664 of favorable leases related to the allocation of the purchase prices for acquisitions made since 2002. These assets are being amortized over the lives of the applicable leases.

F-17

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The weighted-average amortization period for intangible assets attributable to lease origination costs is 7.1 years and 6.4 years for favorable leases. The following table represents estimated aggregate amortization expense related to intangible assets as of December 31, 2004:


Year Ending December 31,

2005		$	1,245
2006			1,159
2007			942
2008			817
2009			696
Thereafter			3,119

	Total	$	7,978

11. Mortgages and Notes Payable

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


	2004		2003

Fixed rate mortgages with interest rates ranging from 4.76% to 8.81%, due at various dates through 2018	$	494,715	$	330,776
Floating rate mortgages at 75% of the rate of long-term Capital A rated utility bonds, due January 1, 2010 plus supplemental interest to equal LIBOR plus 200 basis points, if applicable. The effective rate at December 31, 2004 was 3.84% and at December 31, 2003 was 4.38%		5,470		5,830
Floating rate mortgage, with an interest rate at prime or LIBOR plus 200 basis points, paid in full in June 2004		—		21,000
Construction loan financing, with an interest rate at LIBOR plus 175 basis points, paid in full in June 2004		—		21,752
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 185 to 225 basis points, due December 2005, maximum borrowings of $40,000. The effective rate at December 31, 2004 was 4.69%		17,300		—
Secured Revolving Credit Facility, with an interest rate at LIBOR plus 115 to 155 basis points, due December 2005, maximum available borrowings of $160,000. The effective rate at December 31, 2004 was 4.12% and at December 31, 2003 was 4.98%		115,950		75,000

	$	633,435	$	454,358

The mortgage notes are secured by mortgages on properties that have an approximate net book value of $742,816 as of December 31, 2004. The Secured Revolving Credit Facility is secured by mortgages on various properties that have an approximate net book value of $167,624 as of December 31, 2004.

Borrowings under the $160,000 Secured Revolving Credit Facility bear interest between 115 and 155 basis points over LIBOR depending on certain of our leverage ratios. Using 155 basis points over LIBOR at December 31, 2004, the effective interest rate was 4.1%, including the impact of interest rate swap agreements covering $75,000 of this variable rate debt.

Borrowings under the Unsecured Revolving Credit Facility bear interest between 185 and 225 basis points over LIBOR depending on certain debt ratios.

F-18

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In connection with the acquisitions of four properties in 2003, we assumed fixed rate mortgages amounting to $43,747, with interest rates ranging from 6.67% to 8.18%. During 2003, we repaid two floating rate mortgages totaling $27,794 and increased fixed rate mortgages by $37,100 with interest rates of 5.45% and 5.51%. In addition, we refinanced a shopping center that was previously included as part of our borrowings under the Secured Credit Facility. This new mortgage in the amount of $11,000 has a 4.76% fixed rate interest rate. In 2003, we repaid a $6,753 fixed rate mortgage with an interest rate of 7.58%.

In connection with the acquisitions of five properties in 2004, we assumed fixed rate mortgages amounting to approximately $126,500, with interest rates ranging from 4.88% to 8.09%. During 2004, we entered in to two fixed rate mortgage loans amounting to $34,700, secured by two properties and repaid two floating rate mortgages totaling $42,752. These mortgage notes payable bear interest at 5.4% and are due May 2014.

At December 31, 2004, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, totaled approximately $2,210. At December 31, 2004, we also had other letters of credit outstanding of approximately $1,749. At December 31, 2004, we had no outstanding borrowings under any of our letters of credit.

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

The mortgage loans (other than our Secured Revolving Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

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


Year Ending December 31,

2005		$	142,539
2006			105,589
2007			62,213
2008			103,249
2009			48,524
Thereafter			171,321

	Total	$	633,435

It is our intention to extend the various mortgages and the Secured and Unsecured Credit Facilities that mature during 2005. However, there can be no assurance that we will be able to refinance our debt on commercially reasonable or any other terms.

12. Derivative Financial Instruments

On the date we enter into an interest rate swap, we designate the derivative as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded

F-19

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in Other Comprehensive Income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income.

Under the terms of certain debt agreements, we are required to maintain interest rate swap agreements in the amount equal to the lesser of $75,000 or the amount necessary to insure that not more than 25% of all outstanding debt is variable rate debt, to reduce the impact of changes in interest rates on our variable rate debt. Based on rates in effect at December 31, 2004, the agreements for notional amounts aggregating $75,000 provide for fixed rates ranging from 4.2% to 4.5% and expire in December 2005.

The following table summarizes the notional values and fair values of our derivative financial instruments as of December 31, 2004 (dollars in thousands):


	Hedge		Notional		Fixed		Fair		Expiration
Underlying Debt	Type		Value		Rate		Value		Date

Secured Revolving Credit Facility		Cash Flow	$	35,000		2.6%	$	134		12/2005
Secured Revolving Credit Facility		Cash Flow		25,000		2.8%		65		12/2005
Secured Revolving Credit Facility		Cash Flow		10,000		2.9%		10		12/2005
Secured Revolving Credit Facility		Cash Flow		5,000		2.8%		11		12/2005

			$	75,000			$	220

The change in fair market value of the interest rate swap agreements decreased the charge to accumulated OCI by $1,318, $1,832 and $249 for the years ended December 31, 2004, 2003 and 2002, respectively. One interest rate swap, which expired on January 4, 2004, was not designated as a hedge, and therefore, the change in fair value associated with this swap agreement was recorded in the statement of operations as a component of interest expense and amounted to approximately $394 in 2003 and $0 in 2002.

13. Leases

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


Year Ending December 31,

2005		$	95,047
2006			87,287
2007			78,262
2008			67,465
2009			53,208
Thereafter			306,302

	Total	$	687,571

We relocated our corporate offices during the third quarter of 2004 and have entered into a new ten year operating lease agreement that became effective August 15, 2004. Under terms of the agreement, our annual straight-line rent expense will be approximately $755. We have an option to renew this lease for two consecutive periods of five years each.

F-20

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Corporate office rent expense was $485, $363 and $363 for the years ended December 31, 2004, 2003 and 2002, respectively. Approximate future minimum rental expenses under our noncancelable corporate office lease, assuming no option extensions, are as follows:


Year Ending December 31,

2005		$	680
2006			698
2007			717
2008			735
2009			753
Thereafter			3,708

	Total	$	7,291

14. Earnings per Share

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


			2004			2003			2002

Numerator:
	Net Income		$	15,120		$	10,478		$	10,563
	Preferred stock dividends			(4,814	)		(2,375	)		(1,151	)
	Gain on redemption of preferred shares			—			—			2,425

		Income available to common shareholders for basic and diluted EPS	$	10,306		$	8,103		$	11,837

Denominator:
	Weighted-average common shares for basic EPS			16,816			13,955			10,529
	Effect of dilutive securities:
		Options outstanding		215			186			99

	Weighted-average common shares for diluted EPS			17,031			14,141			10,628

Basic EPS			$	0.61		$	0.58		$	1.12

Diluted EPS			$	0.60		$	0.57		$	1.11

15. Shareholders’ Equity

On July 1, 2004, we completed a $54,000 public offering of 1,889,000 shares of 7.95% Series C cumulative, convertible Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $51,741. A portion of the net proceeds from this offering were used to pay down outstanding balances under our secured revolving credit facilities by approximately $10,100 and the remaining proceeds invested in short-term investments. In August 2004, we utilized the invested proceeds to fund acquisitions and development projects as well as expand or renovate existing shopping centers. Dividends (equivalent to $2.27 per share on an annual basis) on the Series C Preferred Shares are payable quarterly in arrears and amounted to $1.29 per share in 2004. We may, but we are not required to, redeem the Series C Preferred Shares any time after June 1, 2009, at a redemption price of $28.50 per share, plus accrued and unpaid dividends. In addition, on or after June 1, 2007 and before June 1, 2009, we may redeem the Series C Preferred Shares in whole or in part, upon not less than 30 days nor more than 60 days written notice, if such notice is given within 15 trading days of the end of a 30 trading day period in which the closing price of our Common Shares equal or exceed 125% of the applicable conversion price for 20 out of 30 consecutive trading days. The redemption price shall be paid in cash at $28.50 per share, plus any accrued and unpaid dividends.

F-21

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

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

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

On April 29, 2002, we issued 4,200,000 common shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 common shares upon the exercise by the underwriters of their over-allotment option. We received net proceeds of $77,698, based on an offering price of $17.50 per share. A portion of the net proceeds from the offering was used to redeem 1.2 million of our Series A Preferred Shares. The redemption of Series A Preferred Shares resulted in a gain of $2,425. The remaining 200,000 shares of our Series A Preferred Shares automatically converted into 286,537 common shares.

On November 5, 2002, we completed a $25,000 public offering of 1,000,000 shares of 9.5% Series B cumulative Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $23,804. Dividends on the Series B Preferred Shares are payable quarterly in arrears and amounted to $2.38 per share in 2004 and 2003. We may, but we are not required to, redeem the Series B Preferred Shares any time after November 5, 2007, at a redemption price of $25.00 per share, plus accrued and unpaid dividends. A portion of the net proceeds from this offering were used to purchase the equity interest of our joint venture partners in East Town Plaza and from Rossford Development LLC and purchase the fee interest in the property adjacent to our Naples, Florida shopping center.

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

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

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

F-22

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Benefit Plans


	Incentive Plan and Stock Option Plans

2003 Long-Term Incentive Plan

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

Ramco-Gershenson 2003 Non-Employee Trustee Stock Option Plan

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

1996 Share Option Plan

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

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

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

1997 Non-Employee Trustee Stock Option Plan

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

F-23

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	2004					2003					2002

				Weighted					Weighted					Weighted
				Average					Average					Average
	Number of			Exercise		Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price		Shares			Price

Outstanding at beginning of year		540,200		$	15.93		608,275		$	15.96		653,605		$	15.97
Granted		50,646			27.18		12,000			23.77		12,000			19.35
Cancelled or expired		(625	)		17.35		(5,375	)		18.01		(8,617	)		17.83
Exercised		(429,850	)		15.63		(74,700	)		17.29		(48,713	)		16.60

		160,371		$	20.28		540,200		$	15.93		608,275		$	15.96

Options exercisable at year end		103,725					523,200					540,271

Weighted-average fair value of options granted during the year	$	2.78				$	1.85				$	1.40

The following table summarizes the characteristics of the options outstanding and exercisable at December 31, 2004:


	Options Outstanding						Options Exercisable

			Weighted-Average
			Remaining		Weighted-Average				Weighted-Average
Range of Exercise Price	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price

$14.06-$16.00		33,000		4.8	$	14.38		33,000	$	14.38
$16.38-$17.87		52,725		3.6		16.74		52,725		16.74
$19.35-$27.96		74,646		8.6		25.39		18,000		20.88

		160,371		6.2	$	20.28		103,725	$	16.71

401(k) Plan

We sponsor a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer a percentage of compensation on a pre-tax basis up to a maximum amount of $13, $12 and $11 in 2004, 2003 and 2002, respectively. We contribute up to a maximum of 50% of the employee’s contribution, up to a maximum of 5% of an employee’s annual compensation. During 2004, 2003 and 2002, our matching cash contributions were $171, $176 and $163, respectively.

17. Financial Instruments

The carrying values of cash and cash equivalents, receivables and accounts payable are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2004 and 2003 the carrying amounts of our borrowings under variable rate debt approximated fair value. Interest rate swaps are recorded at their fair value.

We estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. The fair value of our fixed rate debt was $521,952 and $361,262 at December 31, 2004 and 2003, respectively.

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

F-24

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18. Quarterly Financial Data (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2004 and 2003 (in thousands, except per share amounts):


												Earnings (Loss)
												Per Share
						Operating			Net
			Revenues			Income			Income			Basic			Diluted

2004:
	1st Quarter:
		As previously reported	$	31,173		$	5,330		$	4,609		$	0.24		$	0.24
		Adjustments (See Note 3)		(10	)		(241	)		(205	)		(0.01	)		(0.01	)

		As restated	$	31,163		$	5,089		$	4,404		$	0.23		$	0.23

	2nd Quarter:
		As previously reported	$	30,262		$	4,390		$	3,494		$	0.15		$	0.15
		Adjustments		(34	)		122			104			0.01			0.01

		As restated	$	30,228		$	4,512		$	3,598		$	0.16		$	0.16

	3rd Quarter:
		As previously reported	$	34,018		$	5,766		$	1,307		$	(0.02	)	$	(0.02	)
		Adjustments		(48	)		219			187			0.01			0.01

		As restated	$	33,970		$	5,985		$	1,494		$	(0.01	)	$	(0.01	)

	4th Quarter:
		As previously reported	$	36,591		$	4,291		$	5,521		$	0.23		$	0.23
		Adjustments		(57	)		121			103			0.01			0.01

		As restated	$	36,534		$	4,412		$	5,624		$	0.24		$	0.24

2003:
	1st Quarter:
		As previously reported	$	26,366		$	3,781		$	3,151		$	0.21		$	0.21
		Adjustments		(29	)		(119	)		(101	)		(0.01	)		(0.01	)

		As restated	$	26,337		$	3,662		$	3,050		$	0.20		$	0.20

	2nd Quarter:
		As previously reported	$	25,228		$	(213	)	$	(518	)	$	(0.09	)	$	(0.09	)
		Adjustments		(156	)		(272	)		(232	)		(0.02	)		(0.02	)

		As restated	$	25,072		$	(485	)	$	(750	)	$	(0.11	)	$	(0.11	)

	3rd Quarter:
		As previously reported	$	27,521		$	4,419		$	3,846		$	0.22		$	0.22
		Adjustments		(103	)		(204	)		(174	)		(0.01	)		(0.01	)

		As restated	$	27,418		$	4,215		$	3,672		$	0.21		$	0.21

	4th Quarter:
		As previously reported	$	29,285		$	3,556		$	4,614		$	0.25		$	0.24
		Adjustments		(55	)		(127	)		(108	)		(0.01	)		(0.01	)

		As restated	$	29,230		$	3,429		$	4,506		$	0.24		$	0.23

F-25

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

Earnings per share, as reported in the above table, are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended December 31, 2004 and 2003.

19. Transactions With Related Parties

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

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


	2004		2003		2002

Management fees	$	287	$	367	$	415
Leasing fee income		62		64		77
Brokerage commission and other		—		15		—
Payroll reimbursement		36		142		82

Total	$	385	$	588	$	574

We had receivables from related entities in the amount of $54 at December 31, 2004 and $45 at December 31, 2003.

20. Commitments and Contingencies

Internal Revenue Service Examination

F-26

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

collection, by the IRS, of $770,000 in tax deficiencies; (viii) we consented to the assessment and collection, by the IRS, of interest on such tax deficiencies and deficiency dividends and (ix) we agreed that no penalties or other “additions to tax” would be asserted with respect to any adjustments to taxable income required pursuant to the Closing Agreement.

In the notes to the consolidated financial statements of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, for the quarter ended September 30, 2004, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies, deficiency dividend, and interest reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2.2 million in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts, on behalf of the Company, assessed by the IRS to date. The IRS is currently conducting an examination of us for the taxable years ended December 31, 1996 and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, 1998, and 1999. We refer to these examinations collectively as the IRS Examination.

F-27

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2004, we have entered into agreements for construction costs of approximately $4,854.

Litigation

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

Environmental Matters

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

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

21. Pro Forma Financial Information (Unaudited)

The following unaudited supplemental pro forma information is presented as if the property acquisitions made during 2004 and 2003 had occurred on January 1, 2003 (see Notes 7 and 8). In management’s opinion, all adjustments necessary to reflect the property acquisitions have been made. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred as indicated nor does it purport to represent the results of operations for future periods.

F-28

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


			Year Ended December 31,

			2004			2003

REVENUES
	Minimum rents		$	99,061		$	94,621
	Percentage rents			961			1,643
	Recoveries from tenants			37,002			35,339
	Fees and management income			2,506			1,455
	Other income			2,414			3,267

		Total revenues		141,944			136,325

EXPENSES
	Real estate taxes			18,432			18,087
	Recoverable operating expenses			20,813			20,788
	Depreciation and amortization			29,989			28,829
	Other operating			2,092			5,079
	General and administrative			11,221			8,956
	Interest expense			38,351			39,477

		Total expenses		120,898			121,216

Operating income				21,046			15,109
Impairment of investment in unconsolidated entity				(4,775	)		—

Income from continuing operations before gain on sale of real estate assets and minority interest and earnings from unconsolidated entities				16,271			15,109
Gain on sales of real estate assets				2,408			263
Minority interest				(2,970	)		(2,835	)
Earnings from unconsolidated entities				916			1,042

Income from continuing operations				16,625			13,579

Discontinued operations, net of minority interest:
	Gain on sale of property			—			897
	Income from operations			15			214

Income from discontinued operations				15			1,111

Net income				16,640			14,690
Preferred stock dividends				(4,814	)		(2,375	)
Gain on redemption of preferred shares				—			—

Net income available to common shareholders			$	11,826		$	12,315

Basic earnings per share:
	Income from continuing operations		$	0.70		$	0.80
	Income from discontinued operations			—			0.08

	Net income		$	0.70		$	0.88

Diluted earnings per share:
	Income from continuing operations		$	0.69		$	0.79
	Income from discontinued operations			—			0.08

	Net income		$	0.69		$	0.87

F-29

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Ended December 31, 2004 and 2003 (Dollars in thousands)

22. Real Estate Assets

Net Investment in Real Estate Assets at December 31, 2004


			Year		Year		Year
Property	Location		Constructed(a)		Acquired		Renovated

Alabama
Cox Creek Plaza	Florence	Alabama		1984		1997		2000
Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002
Crestview Corners	Crestview	Florida		1986		1997		1993
Jacksonville	Jacksonville	Florida		2004		2004
Lantana Shopping Center	Lantana	Florida		1959		1996		2002
Mission Bay Plaza	Boca Raton	Florida		1989		2004
Naples Towne Center	Naples	Florida		1982		1996		2003
Pelican Plaza	Sarasota	Florida		1983		1997
Plaza at Delray	Delray Beach	Florida		1979		2004
Publix at River Crossing	New Port Richey	Florida		1998		2003
River City	Jacksonville	Florida		2004		2004
Rivertowne Square	Deerfield Beach	Florida		1980		2002
Shoppes of Lakeland	Lakeland	Florida		1985		1996
Southbay Shopping Center	Osprey	Florida		1978		1998
Sunshine Plaza	Tamarac	Florida		1972		1996		2001
The Crossroads	Royal Palm Beach	Florida		1988		2002
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997
Georgia
Centre at Woodstock	Woodstock	Georgia		1997		2004
Conyers Crossing	Conyers	Georgia		1978		1998		1989
Holcomb Center	Alpharetta	Georgia		1986		1996
Horizon Village	Suwanee	Georgia		1996		2002
Indian Hills	Calhoun	Georgia		1988		1997
Mays Crossing	Stockbridge	Georgia		1984		1997		1986
Promenade at Pleasant Hill	Duluth	Georgia		1993		2004
Indiana
Merchants Square	Carmel	Indiana		1970		2004
Maryland
Crofton Centre	Crofton	Maryland		1974		1996
Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999
Clinton Pointe	Clinton Township	Michigan		1992		2003
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002
Clinton Valley	Sterling Heights	Michigan		1985		1996
Eastridge Commons	Flint	Michigan		1990		1996		2001
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001
Fairlane Meadows	Dearborn	Michigan		1987		2003
Fraser Shopping Center	Fraser	Michigan		1977		1996
Hoover Eleven	Warren	Michigan		1989		2003
Jackson Crossing	Jackson	Michigan		1967		1996		2002
Jackson West	Jackson	Michigan		1996		1996		1999
Kentwood Towne Center	Kentwood	Michigan		1988		1996
Lake Orion Plaza	Lake Orion	Michigan		1977		1996
Lakeshore Marketplace	Norton Shores	Michigan		1996		2003
Lakeshore Marketplace	Norton Shores	Michigan		1996		2003
Livonia Plaza	Livonia	Michigan		1988		2003
Madison Center	Madison Heights	Michigan		1965		1997		2000
New Towne Plaza	Canton	Michigan		1975		1996		1998
Oak Brook Square	Flint	Michigan		1982		1996
Roseville Towne Center	Roseville	Michigan		1963		1996		2004
Southfield Plaza	Southfield	Michigan		1969		1996		2003
Taylor Plaza	Taylor	Michigan		1970		1996
Tel-Twelve	Southfield	Michigan		1968		1996		2003
West Oaks I	Novi	Michigan		1979		1996		2004
West Oaks II	Novi	Michigan		1986		1996		2000
White Lake Marketplace	White Lake Township	Michigan		1999		1998

[Additional columns below]

[Continued from above table, first column(s) repeated]

Initial Cost Gross Cost at

to Company Subsequent End of Period(b)

Additions

Building and (Retirements), Building and

Property Land Improvements(f) Net Land Improvements

Alabama

Cox Creek Plaza
589 5,336 (420 ) 426 5,079

Florida

Coral Creek Shops
1,565 14,085 (62 ) 1,572 14,016

Crestview Corners
400 3,602 997 400 4,599

Jacksonville
7,524 1,948 0 7,524 1,948

Lantana Shopping Center
2,590 2,600 7,014 2,590 9,614

Mission Bay Plaza
8,766 49,867 (371 ) 9,754 48,508

Naples Towne Center
218 1,964 4,513 807 5,888

Pelican Plaza
710 6,404 99 710 6,503

Plaza at Delray
9,513 55,271 105 8,795 56,094

Publix at River Crossing
728 6,459 (51 ) 728 6,408

River City
8,060 1,837 0 8,060 1,837

Rivertowne Square
951 8,587 108 954 8,692

Shoppes of Lakeland
1,279 11,543 5,446 1,239 17,029

Southbay Shopping Center
597 5,355 235 597 5,590

Sunshine Plaza
1,748 7,452 11,099 1,748 18,551

The Crossroads
1,850 16,650 (26 ) 1,857 16,617

Village Lakes Shopping Center
862 7,768 119 862 7,887

Georgia

Centre at Woodstock
1,880 10,801 (402 ) 1,987 10,292

Conyers Crossing
729 6,562 656 729 7,218

Holcomb Center
658 5,953 1,074 658 7,027

Horizon Village
1,133 10,200 25 1,143 10,215

Indian Hills
706 6,355 1,022 707 7,376

Mays Crossing
725 6,532 1,276 725 7,808

Promenade at Pleasant Hill
3,891 22,520 (960 ) 3,651 21,800

Indiana

Merchants Square
5,804 33,738 (887 ) 5,737 32,918

Maryland

Crofton Centre
3,201 6,499 2,840 3,201 9,339

Michigan

Auburn Mile
15,704 0 (1,882 ) 10,740 3,082

Clinton Pointe
1,175 10,499 (152 ) 1,175 10,347

Clinton Valley Mall
1,101 9,910 6,281 1,101 16,191

Clinton Valley
399 3,588 2,261 523 5,725

Eastridge Commons
1,086 9,775 2,041 1,086 11,816

Edgewood Towne Center
665 5,981 33 645 6,034

Fairlane Meadows
1,955 17,557 134 1,956 17,690

Fraser Shopping Center
363 3,263 932 363 4,195

Hoover Eleven
3,308 29,778 (996 ) 3,305 28,785

Jackson Crossing
2,249 20,237 10,391 2,249 30,628

Jackson West
2,806 6,270 6,106 2,691 12,491

Kentwood Towne Center
2,799 9,484 4 2,799 9,488

Lake Orion Plaza
470 4,234 382 471 4,615

Lakeshore Marketplace
2,018 18,114 1,693 4,518 17,307

Lakeshore Marketplace
2,018 18,114 1,693 4,518 17,307

Livonia Plaza
1,317 11,786 38 1,317 11,824

Madison Center
817 7,366 2,745 817 10,111

New Towne Plaza
817 7,354 1,784 817 9,138

Oak Brook Square
955 8,591 1,655 955 10,246

Roseville Towne Center
1,403 13,195 5,973 1,403 19,168

Southfield Plaza
1,121 10,090 4,367 1,121 14,457

Taylor Plaza
400 1,930 237 400 2,167

Tel-Twelve
3,819 43,181 29,510 3,819 72,691

West Oaks I
0 6,304 10,390 1,768 14,926

West Oaks II
1,391 12,519 5,760 1,391 18,279

White Lake Marketplace
2,965 0 (2,700 ) 194 71

[Additional columns below]

[Continued from above table, first column(s) repeated]

Accumulated

Property Total Depreciation(c) Encumbrances

Alabama

Cox Creek Plaza
5,505 1,217

Florida

Coral Creek Shops
15,588 901 (e )

Crestview Corners
4,999 722 (d )

Jacksonville
9,472

Lantana Shopping Center
12,204 1,526 (e )

Mission Bay Plaza
58,262 353 (e )

Naples Towne Center
6,695 914 (d )

Pelican Plaza
7,213 1,267 (d )

Plaza at Delray
64,889 409 (e )

Publix at River Crossing
7,136 261 (e )

River City
9,897

Rivertowne Square
9,646 1,102 (d )

Shoppes of Lakeland
18,268 1,855 (d )

Southbay Shopping Center
6,187 987 (d )

Sunshine Plaza
20,299 4,135 (e )

The Crossroads
18,474 1,104 (e )

Village Lakes Shopping Center
8,749 1,395 (d )

Georgia

Centre at Woodstock
12,279 98 (e )

Conyers Crossing
7,947 1,273 (d )

Holcomb Center
7,685 1,385 (d )

Horizon Village
11,358 677 (d )

Indian Hills
8,083 1,210 (d )

Mays Crossing
8,533 1,274 (d )

Promenade at Pleasant Hill
25,451 205 (e )

Indiana

Merchants Square
38,655 776 (e )

Maryland

Crofton Centre
12,540 2,676 (d )

Michigan

Auburn Mile
13,822 636 (e )

Clinton Pointe
11,522 376 (d )

Clinton Valley Mall
17,292 2,870 (e )

Clinton Valley
6,248 1,126 (d )

Eastridge Commons
12,902 2,925 (e )

Edgewood Towne Center
6,679 1,325 (d )

Fairlane Meadows
19,646 576 (e )

Fraser Shopping Center
4,558 853 (e )

Hoover Eleven
32,090 748 (e )

Jackson Crossing
32,877 6,277 (e )

Jackson West
15,182 2,797 (e )

Kentwood Towne Center
12,287 438 (e )

Lake Orion Plaza
5,086 973 (e )

Lakeshore Marketplace
21,825 605 (e )

Lakeshore Marketplace
21,825 605 (e )

Livonia Plaza
13,141 582 (d )

Madison Center
10,928 1,979 (e )

New Towne Plaza
9,955 1,928 (e )

Oak Brook Square
11,201 2,167 (e )

Roseville Towne Center
20,571 3,449 (e )

Southfield Plaza
15,578 2,440 (e )

Taylor Plaza
2,567 426 (d )

Tel-Twelve
76,510 11,588 (e )

West Oaks I
16,694 2,111 (e )

West Oaks II
19,670 3,630 (e )

White Lake Marketplace
265 0

F-30

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year

Property

Location

Constructed(a)

Acquired

Renovated

New Jersey

Chester Springs Shopping

Center

Chester

New Jersey

1970

2002

1999

North Carolina

Holly Springs Plaza

Franklin

North Carolina

1988

1997

1992

Ridgeview Crossing

Elkin

North Carolina

1989

1997

1995

Ohio

Office Max Center

Toledo

Ohio

1994

1996

Crossroads Centre

Rossford

Ohio

2001

2002

Spring Meadows Place

Holland

Ohio

1987

1996

1997

Troy Towne Center

Troy

Ohio

1990

1996

2003

South Carolina

Edgewood Square

North Augusta

South Carolina

1989

1997

Taylors Square

Taylors

South Carolina

1989

1997

1995

Tennessee

Cumberland Gallery

New Tazewell

Tennessee

1988

1997

Highland Square

Crossville

Tennessee

1988

1997

Northwest Crossing

Knoxville

Tennessee

1989

1997

1995

Northwest Crossing II

Knoxville

Tennessee

1999

Stonegate Plaza

Kingsport

Tennessee

1984

1997

1993

Tellico Plaza

Lenoir City

Tennessee

1989

1997

Virginia

Aquia Towne Center

Stafford

Virginia

1989

1998

Wisconsin

East Town Plaza

Madison

Wisconsin

1992

2002

2000

West Allis Towne Centre

West Allis

Wisconsin

1987

1996

Totals

[Additional columns below]

[Continued from above table, first column(s) repeated]

Accumulated

Property Total Depreciation(c) Encumbrances

New Jersey

Chester Springs Shopping

Center
24,340 2,838 (e )

North Carolina

Holly Springs Plaza
8,422 1,411 (d )

Ridgeview Crossing
10,702 1,751 (e )

Ohio

Office Max Center
2,269 443 (d )

Crossroads Centre
30,649 2,209 (e )

Spring Meadows Place
17,732 3,722 (e )

Troy Towne Center
8,421 1,787 (e )

South Carolina

Edgewood Square
13,730 2,219 (d )

Taylors Square
18,595 2,610 (e )

Tennessee

Cumberland Gallery
3,319 558 (d )

Highland Square
10,932 1,692 (e )

Northwest Crossing
16,519 2,193 (e )

Northwest Crossing II
2,197 210 (d )

Stonegate Plaza
6,445 1,084 (e )

Tellico Plaza
6,320 1,009 (d )

Virginia

Aquia Towne Center
22,571 3,227 (e )

Wisconsin

East Town Plaza
18,032 1,861 (e )

West Allis Towne Centre
19,950 3,708 (e )

$ 1,066,255 $ 115,079


(a)		If prior to May 1996, constructed by a predecessor of the Company.

(b)		The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $863 million.

(c)		Depreciation for all properties is computed over the useful life which is generally forty years.

(d)		The property is pledged as collateral on the secured line of credit.

(e)		The property is pledged as collateral on secured mortgages.

(f)		Refer to Footnote 1 for a summary of the Company’s capitalization policies.

The changes in real estate assets and accumulated depreciation for the years ended December 31, 2004, and 2003 are as follows:


Real Estate Assets	2004			2003			Accumulated Depreciation	2004			2003

Balance at beginning of period	$	830,245		$	707,092		Balance at beginning of period	$	93,600		$	78,139
Land Development/ Acquisitions		229,641			110,929		Sales/ Retirements		(896	)		(2,587	)
Capital Improvements		25,487			29,011		Depreciation		22,375			18,048

Sale/ Retirements of Assets		(19,118	)		(16,787	)	Balance at end of period	$	115,079		$	93,600

Balance at end of period	$	1,066,255		$	830,245

F-31

RAMCO-GERSHENSON PROPERTIES TRUST

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2004, 2003 and 2002


		Balance at
		Beginning		Charged				Balance at
		of Year		to Expense		Deductions		End of Year

		(Dollars in thousands)
Year ended December 31, 2004 —
	Allowance for doubtful accounts	$	873	$	410	$	140	$	1,143
Year ended December 31, 2003 —
	Allowance for doubtful accounts	$	1,573	$	3,031	$	3,731	$	873
Year ended December 31, 2002 —
	Allowance for doubtful accounts	$	1,773	$	211	$	411	$	1,573

F-32

EXHIBIT 10.59

CONSENT TO TRANSFER OF PROPERTY
AND ASSUMPTION OF AMENDED AND RESTATED SECURED PROMISSORY
NOTE, AMENDED AND RESTATED DEED TO SECURE DEBT AND SECURITY
AGREEMENT, LOAN AGREEMENT, ASSIGNMENT OF
LEASES AND RENTS AND ESCROW SECURITY AGREEMENT
752693

THIS CONSENT TO TRANSFER OF PROPERTY AND ASSUMPTION OF AMENDED AND RESTATED SECURED PROMISSORY NOTE, AMENDED AND RESTATED DEED TO SECURE DEBT AND SECURITY AGREEMENT, LOAN AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND ESCROW SECURITY AGREEMENT ("Consent and Assumption") is entered into effective as of August 13, 2004 among (i) LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY DEAN WITTER CAPITAL I INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-TOP1 ("Lender"); (ii) THE PROMENADE AT PLEASANT HILL, L.P., a Georgia limited partnership ("Current Borrower"); (iii) RAMCO PROMENADE LLC, a Michigan limited liability company ("Proposed Borrower"); (iv) JAMES C. WALLACE, JR. ("Current Guarantor") and (v) RAMCO-GERSHENSON PROPERTIES, L.P. ("Proposed Guarantor").

WITNESSETH:

WHEREAS, PRINCIPAL COMMERCIAL FUNDING, LLC ("Original Lender") provided Current Borrower a loan (the "Loan") in the original principal amount of Fourteen Million Two Hundred Sixteen Thousand Dollars ($14,216,000.00) evidenced by a Amended and Restated Secured Promissory Note dated August 24, 2000, from Current Borrower to Original Lender (the "Note") secured by a Amended and Restated Deed to Secure Debt and Security Agreement dated August 24, 2000 (the "Mortgage") covering the property described therein (the "Property") and recorded September 1, 2000 in Book 21208, Page 0035 among the land records of Gwinnett County, Georgia, and an Assignment of Leases and Rents dated August 24, 2000 (the "Assignment of Leases and Rents") and recorded September 1, 2000 in Book 21208, Page 0083 among the land records of Gwinnett County, Georgia (the Note, the Mortgage, the Assignment of Leases and Rents, Loan Agreement and all other documents, instruments and agreements executed and delivered in connection with the Loan, as heretofore amended, modified, or assigned, to be referred to hereinafter as the "Current Loan Documents"); and

WHEREAS, Original Lender assigned the Mortgage and the Assignment of Leases and Rents to Lender through an Assignment of Amended and Restated Deed to Secure Debt and Security Agreement dated February 23, 2001 and recorded September 17, 2001, in Book 24491, at Page 0216, in the Gwinnett County, Georgia; and

WHEREAS, Current Borrower and Proposed Borrower have requested that Lender consent to the transfer of Current Borrower's interest in the Property to Proposed Borrower and Lender will consent to the transfer of Current Borrower's interest in the Property to Proposed

Borrower provided that: (i) Proposed Borrower enters into this Consent and Assumption assuming Current Borrower's obligations under the Note, Mortgage, Assignment of Leases and Rents, Loan Agreement dated August 24, 2000 and Escrow Security Agreement dated August 24, 2000, (collectively with this document, the "Loan Documents"); (ii) Proposed Borrower enters into that certain Environmental Indemnity Agreement dated of even date herewith; and (iii) Proposed Guarantor enters into the Guaranty of even date herewith.

NOW, THEREFORE, in consideration of the above premises and of the benefits to be obtained by the covenants contained herein, and for other good, valuable and legal consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

1. Lender hereby consents to the transfer of all of Current Borrower's interest in the Property to Proposed Borrower. Nothing herein shall in any way be construed to impair or affect the first lien priority of the Mortgage.

2. Proposed Borrower hereby agrees to assume all of Current Borrower's obligations under the Loan Documents and abide by the terms thereof. The funds used to facilitate the purchase of the Property are a capital contribution and are not secured, directly or indirectly, by an interest in the Proposed Borrower or other collateral assigned to the Lender.

3. Lender's consent to this transfer and assumption of all of Current Borrower's obligations under the Loan Documents by Proposed Borrower shall not be deemed to be a waiver of Lender's requirements for consent to any future transfer.

4. On the date that Proposed Borrower assumes the loan and acquires the ownership interest in the Property from Current Borrower, which shall be the same date as the date this document is recorded ("Transfer Date"), Current Borrower and Current Guarantor shall be released from all obligations under the Loan Documents and Current Guarantor shall be released from all obligations under that certain Guaranty dated August 24, 2000 in connection with the loan documents except Current Borrower and Current Guarantor shall remain liable to Lender, its successors and/or assigns for any environmental indemnity obligations specified in the Mortgage/under that certain Environmental Indemnity Agreement dated August 24, 2000, and/or for any Hazardous Material (as defined in the Environmental Indemnity Agreement/Mortgage) introduced to the Property prior to the Transfer Date or introduced by Current Borrower or Current Guarantor after the Transfer Date.

5. Proposed Guarantor agrees to enter into the Guaranty and abide by the terms thereof.

6. As of the date hereof, Borrower is a Michigan limited liability. Borrower shall become a Delaware limited liability company within 60 days after the Transfer Date.

7. The following shall be added as a Permitted Transfer in the Mortgage:
"1) transfer of limited partnership interests of Ramco-Gershenson Properties, L.P. (RGPLP), the limited

partnership which owns the sole membership in Borrower and (2) sales of publicly traded shares of Ramco-Gershenson Properties Trust (RGPT), which is a publicly traded real estate trust that is the general partner of RGPLP provided (i) RGPLP shall continue to own the Borrower, which shall continue to own the Premises and (ii) RGPT continues to be the general partner of RGPLP and own a 70% interest in RGPLP". Lender acknowledges that such transfers shall not be deemed a default under any of the Current Loan Documents or trigger the payment obligations, if any, under applicable escrow reserves or other similar accounts.

8. The Notice address to Borrower, as shown on the first page of the Mortgage, is hereby changed to read: 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334

9. This Consent and Assumption may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

10. Except as herein specifically modified and consented to, the Loan Documents shall remain in full force and effect as written.

11. Proposed Borrower and Proposed Guarantor will not be responsible or liable for breach of a warranty or representation by Current Borrower and/or Current Guarantor, exclusive of the Environmental Indemnity Agreement.

12. This Consent and Assumption shall be governed by the laws of the state of Georgia and be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

IN WITNESS WHEREOF, the parties have signed and sealed this agreement as of the date and year above written.

(Signatures begin on following page)

LENDER:

LASALLE BANK NATIONAL ASSOCIATION,
AS TRUSTEE FOR MORGAN STANLEY DEAN
WITTER CAPITAL I INC., COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2001-TOP1

By: PRINCIPAL GLOBAL INVESTORS, LLC,
formerly known as PRINCIPAL CAPITAL
MANAGEMENT, LLC, a Delaware limited
liability company, in its capacity as Primary
Servicer its authorized signatory

     By: /s/  Patrick G. Haiter
     Patrick G. Haiter,
     Executive Director
     (Principal Real Estate Investments)


By: /s/  Christopher J. Henderson
Christopher J. Henderson,
    Counsel

CURRENT BORROWER:

THE PROMENADE AT PLEASANT HILL, L.P.,
A Georgia limited partnership

By: /s/  James C. Wallace Jr.
James C. Wallace Jr.,
Sole General Partner

CURRENT GUARANTOR:

By: /s/  James C. Wallace Jr.
James C. Wallace Jr., an
Individual Guarantor

(Signatures continue on following page)

PROPOSED BORROWER:

RAMCO PROMENADE LLC, a Michigan
limited liability company

By: /s/  Richard J. Smith
Richard J. Smith,
Chief Financial Officer

PROPOSED GUARANTOR:

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

By RAMCO-GERSHENSON
PROPERTIES TRUST, a Maryland
real estate investment trust, its Sole
General Partner

By: /s/  Richard J. Smith
Richard J. Smith,
Chief Financial Officer

And

By: /s/ Richard Gershenson
Richard Gershenson,
EVP

Exhibit 10.60

REAFFIRMATION, CONSENT TO TRANSFER
AND SUBSTITUTION OF INDEMNITOR

THIS REAFFIRMATION, AND CONSENT TO TRANSFER AND SUBSTITUTION OF INDEMNITOR (this "AGREEMENT") is made and entered into as September 7, 2004, by and among the following parties:

A. BOCA MISSION, LLC, a Delaware limited liability company having a new address at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334 ("BORROWER");

B. INVESTCORP PROPERTIES LIMITED, a Delaware corporation having an address at 280 Park Avenue, New York, NY 10017 (the "ORIGINAL INDEMNITOR");

C. NWC GLADES 441, INC., a Delaware corporation having an address at 280 Park Avenue, New York, NY 10017 (the "ORIGINAL PRINCIPAL");

D. DIVERSIFIED INVEST II, LLC, a Delaware limited liability company having an address at 280 Park Avenue, New York, NY 10017 ("DIVERSIFIED", and together with the Original Principal, "SELLER");

(Original Indemnitor, Original Principal and Diversified are sometimes referred to herein as the "ORIGINAL OBLIGORS");

E. RAMCO BOCA SPC, INC., a Delaware corporation having an address at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334, the Managing Member of Borrower (the "SUBSTITUTE PRINCIPAL");

F. RAMCO - GERSHENSON PROPERTIES, L.P., a Delaware limited partnership having an address at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334 (the "PURCHASER", and in its capacity as a substitute indemnitor, the "SUBSTITUTE INDEMNITOR");

(Purchaser, Substitute Principal and Substitute Indemnitor are sometimes referred to herein as the "SUBSTITUTE OBLIGORS")

G. LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C5, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C5 whose mailing address is c/o Wachovia Securities, Commercial Real Estate Services, 8739 Research Dr., URP4, Charlotte, NC 28288-1075 (28262-1075 for overnight deliveries) ("LENDER").

RECITALS

1. Lehman Brothers Bank FSB (the "ORIGINAL LENDER"), pursuant to the Loan Documents (as hereinafter defined) made a loan to Borrower in the original principal amount of $40,500,000 (the "LOAN"). The Loan is evidenced and secured by the following documents executed in favor of Original Lender by Borrower:

a. Promissory Note dated as of April 11, 2003, payable by Borrower to Original Lender in the original principal amount of $40,500,000 (the "NOTE");

b. Mortgage and Security Agreement (the "MORTGAGE") of even date with the Note, granted by Borrower to Original Lender, recorded in the real estate records of Palm Beach County, State of Florida ("RECORDER'S OFFICE");

c. Assignment of Leases and Rents of even date with the Note granted by Borrower to Original Lender, recorded in the Recorder's Office (the "ASSIGNMENT");

d. UCC-1 financing statements with Borrower as debtor and Original Lender as secured party, filed with the Recorder's Office and with the Secretary of State of the State of Delaware (collectively the "FINANCING STATEMENTS");

e. Guaranty of Recourse Obligations of Borrower by and between Original Indemnitor and Original Lender of even date with the Note (the
"INDEMNITY AGREEMENT");

f. Environmental Indemnity Agreement by and between Borrower, Original Indemnitor and Original Lender of even date with the Note (the
"ENVIRONMENTAL INDEMNITY AGREEMENT");

g. Cash Management Agreement by and between Borrower and Original Lender of even date with the Note;

h. Assignment of Agreements, Permits and Contracts by and between Borrower and Original Lender of even date with the Note;

i. Replacement Reserve and Security Agreement by and between Borrower and Original Lender of even date with the Note;

j. Excess Cash Reserve and Security Agreement by and between Borrower and Original Lender of even date with the Note; and

k. Tenant Improvement and Leasing Commission Reserve and Security Agreement by and between Borrower and Original Lender of even date with the Note.

The foregoing documents, together with any and all other documents executed by Borrower and/or Original Indemnitor in connection with the Loan, are collectively called the "LOAN DOCUMENTS."

2. Original Lender assigned, sold and transferred its interest in the Loan and all Loan Documents to Lender and Lender is the current holder of all of Original Lender's interest in the Loan and Loan Documents.

3. Borrower continues to be the owner of fee title to the real property and improvements located thereon and continues to be the owner of all of the property as described in and encumbered by the Mortgage and the other Loan Documents (the "PROPERTY").

4. Pursuant to that certain Contract of Sale and Purchase dated June 29, 2004, (such agreement together with all amendments thereto the "PURCHASE AGREEMENT"), Diversified agreed to transfer and sell all of Diversified's membership interests in the Borrower (representing 99.9% of the ownership interests of Borrower) to the Purchaser and Original Principal agreed to transfer and sell all of Original Principal's membership interest in the Borrower (representing 0.10% of the ownership interests of Borrower) to the Substitute Principal (collectively, the "TRANSFERRED OWNERSHIP INTERESTS").

5. Borrower (after giving effect to transfer of the Transferred Ownership Interests) and Purchaser agreed that Substitute Principal would be substituted in place of and instead of Original Principal as the sole Manager of the Borrower (the "TRANSFERRED MANAGEMENT INTERESTS").

(the transfers contemplated in Section 4 and Section 5 above are referred to as the "TRANSFER").

6. The parties acknowledge and agree that Section 8.1 of the Mortgage requires the consent of Lender for the Transfer. Borrower, Original Obligors and Substitute Obligors have all requested that Lender consent to the Transfer, subject to conditions contained in the Mortgage, the other Loan Documents and this Agreement.

7. Borrower, Original Obligors and Substitute Obligors have also all requested that Lender consent to the substitution of Substitute Indemnitor as indemnitor and guarantor under the Indemnity Agreement and the Environmental Indemnity Agreement and to the assumption by Substitute Indemnitor of all the obligations of Original Indemnitor under the Indemnity Agreement, the Environmental Indemnity Agreement, and the other Loan Documents to which Original Indemnitor is a party (the "SUBSTITUTION").

8. Lender is willing to consent to the Transfer and the Substitution on and subject to the terms and conditions set forth in this Agreement and in the Mortgage and in the other Loan Documents.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS REGARDING THE TRANSFER.

a. Diversified hereby represents and warrants to Lender that it is owner of 99.9% of the Transferred Ownership Interests, that its ownership interest is unencumbered, that contemporaneously with the execution and delivery hereof, it has conveyed and transferred its Transferred Ownership Interests, and that Diversified is not obtaining or retaining any security interest or other interest in its Transferred Ownership Interests. Diversified further represents and warrants to Lender that in connection with the Transfer, Diversified has retained no ownership or managerial interest in the Borrower.

b. Original Principal hereby represents and warrants to Lender that it is the owner of 0.10% of the Transferred Ownership Interests and the Transferred Management Interests, that its ownership interest is unencumbered, that contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of its Transferred Ownership Interests and all of the Transferred Management Interests to Substitute Principal, and that Original Principal is not obtaining or retaining any security interest in its Transferred Ownership Interests or Transferred Management Interests; Original Principal further represents and warrants to Lender in connection with the Transfer, Original Principal has retained no ownership or managerial interest in the Borrower.

c. Purchaser hereby represents and warrants to Lender, as of the date hereof, that simultaneously with the execution and delivery hereof, Purchaser has purchased from Diversified all of its Transferred Ownership Interests and that Purchaser has not conveyed or granted Seller, Original Principal or any other party any security interest or other interest in the Transferred Ownership Interests.

d. Substitute Principal hereby represents and warrants to Lender, as of the date hereof, that simultaneously with the execution and delivery hereof, Substitute Principal has purchased from Original Principal all of its Transferred Ownership Interest and all of the Transferred Management Interests and that Substitute Principal has not conveyed or granted Seller, Original Principal or any other party any security interest or other interest in the Transferred Ownership Interests or Transferred Management Interests.

e. Original Principal hereby represents and warrants to Lender that the organizational documents of Borrower, as delivered to Original Lender in connection with the closing of the Loan (the "BORROWER ORGANIZATIONAL DOCUMENTS") have not been modified, amended, altered or changed since the date of the closing of the Loan.

f. Borrower, Original Principal, Substitute Principal, Diversified and Purchaser each hereby represent and warrant to Lender that, other than the substitution of Purchaser and Substitute Principal as the owner of the Transferred Ownership Interests and the Transferred Management Interests, the Transfer will not result in any modification, amendment, alteration or change to the Borrower Organizational Documents (other than changes to the Borrower Organizational Documents necessary to effect the Transfer and Substitution). Purchaser and Substitute Principal each hereby covenants and agrees that it will be bound by the provisions of the Borrower Organizational Documents. Borrower, Purchaser and Substitute Principal covenant and agree that Borrower will remain a bankruptcy remote, special purpose entity throughout the term of the Loan in accordance with the terms of the Loan Documents.

g. Original Principal hereby represents and warrants to Lender that the organizational documents of Original Principal, as delivered to Original Lender in connection with the closing of the Loan (the "ORIGINAL PRINCIPAL ORGANIZATIONAL DOCUMENTS") have not been modified, amended, altered or changed since the date of the closing of the Loan (other than changes to the Original Principal Organizational Documents necessary to effect the Transfer and Substitution).

2. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER, ORIGINAL INDEMNITOR, ORIGINAL PRINCIPAL AND DIVERSIFIED.

a. The Borrower and Original Principal each hereby represent and warrant to Lender, as of the date hereof, that:

i. the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein;

ii. there are no defaults under the provisions of the Note, the Mortgage, the Indemnity Agreement, the Environmental Indemnity Agreement, or the other Loan Documents;

iii. there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage, the Indemnity Agreement, the Environmental Indemnity Agreement, or the other Loan Documents;

iv. all provisions of the Note, Mortgage, the Indemnity Agreement, the Environmental Indemnity Agreement, and other Loan Documents are in full force and effect, except as modified herein;

v. there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics' liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and

vi. The Borrower and Original Principal hereby represent and warrant that the representations and warranties made by Borrower in the Mortgage, Note, other Loan Documents or in any other documents or instruments delivered in connection with the Note, the Mortgage, or other Loan Documents are true, on and as of the date hereof, with the same force and effect as if made on and as of the date hereof, except as disclosed to Lender, and provided that "Permitted Exceptions" shall be updated to include any exceptions to title shown in the title policy issued to Borrower on the date hereof, and that no representation is made with respect to
Section 5.14(a) of the Mortgage or Exhibits D and E to Borrower's Certification and the Rent Roll attached hereto shall be substituted for Exhibit J to Borrower's Certification.

vii. The Original Indemnitor hereby represents and warrants that the representations and warranties, if any, made by Original Indemnitor in the Mortgage, Note, other Loan Documents or in any other documents or instruments delivered in connection with the Note, the Mortgage, or other Loan Documents are true, on and as of the date hereof, with the same force and effect as if made on and as of the date hereof.

b. Original Indemnitor hereby represents and warrants that (i) the representations and warranties made by Original Indemnitor under the Indemnity Agreement and Environmental Indemnity Agreement are true, on and as of the date hereof, with the same force and effect as made on and as of the date hereof; (ii) there are no defaults under the provisions of the Indemnity Agreement and the Environmental Indemnity Agreement; (iii) all provisions of the Indemnity Agreement and the Environmental Indemnity Agreement are in full force and effect; and
(iv) there are no defenses, setoffs or rights of defense, setoff or counterclaim whether legal, equitable or otherwise to the obligations set forth in the Indemnity Agreement or Environmental Indemnity Agreement.

c. Original Principal, Original Indemnitor and Diversified hereby covenant and agree that from and after the date hereof, Lender may deal solely with Borrower (as newly constituted) and Substitute Obligors in all matters relating to the Loan, the Loan Documents, and the Property and that Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Principal, Original Indemnitor and Diversified.

d. Original Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER AND SUBSTITUTE OBLIGORS.

a. Substitute Obligors hereby represent and warrant to Lender, as of the date hereof, that:

i. to the knowledge of Substitute Obligors, no default or Event of Default (as defined in the Mortgage) has occurred or is continuing;

ii. to the knowledge of Substitute Obligors, all provisions of the Loan Documents are in full force and effect; and

iii. to the knowledge of Substitute Obligors, the representations and warranties made in the Mortgage, Note, and other Loan Documents or in any other documents or instruments delivered in connection with the Note, the Mortgage, or the other Loan Documents are true, on and as of the date hereof (except as specified in
Section 2(a)(vii)).

b. Borrower and Substitute Obligors hereby covenant and agree as follows:

i. Borrower and Substitute Indemnitor shall perform all the respective past, present and future obligations contained in the Loan Documents in accordance with the terms of this Agreement;

ii. Borrower shall continue to pay when and as due all sums due under the Note and other Loan Documents (as modified hereby);

iii. Borrower and Substitute Indemnitor shall perform all the respective obligations imposed under the Note, Mortgage, Indemnity Agreement, Environmental Indemnity Agreement and all other Loan Documents, all as modified hereby;

iv. Borrower shall not hereafter, without Lender's prior consent in accordance with the terms of the Loan Documents, further encumber the Property or sell or transfer the Property or any interest therein, except as may be specifically permitted in the Loan Documents;

c. Substitute Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

4. CONSENT AND REAFFIRMATION OF BORROWER.

a. Borrower hereby represents and warrants to Lender that it has reviewed the Purchase Agreement, this Agreement, and all the documents executed in accordance therewith or herewith. Borrower consents to the Transfer and to the Substitution under the terms of the Purchase Agreement and this Agreement.

Borrower further covenants and agrees that the Transfer and the Substitution shall not, and shall not be deemed to, impair, limit, abrogate or reduce in any manner or to any extent the liability or obligations of the Borrower under the Loan Documents.

b. Borrower hereby renews, reaffirms, ratifies and confirms the Note, the Mortgage and the other Loan Documents and acknowledges and agrees that the Loan Documents remain in full force and effect without impairment and without modification (except as specifically provided herein), and that no rights or remedies of Lender under the Loan Documents have been waived. Borrower reaffirms the truth and accuracy of all representations and warranties made by Borrower in the Loan Documents as if made on the date hereof.

c. Borrower agrees to continue to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage, the Environmental Indemnity Agreement, and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided.

d. Borrower hereby acknowledges, agrees and warrants that (i) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid or delay timely performance of its obligations under the Note, Mortgage, Indemnity Agreement, Environmental Indemnity Agreement, or any of the Loan Documents, as applicable; (ii) there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents; and (iii) all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein.

5. ASSUMPTION OF OBLIGATIONS BY SUBSTITUTE INDEMNITOR.

a. From and after the date of this Agreement, the Substitute Indemnitor shall be obligated and responsible for the performance of each and all of the obligations and agreements of the Original Indemnitor under the Loan and the Loan Documents, including, without limitation, the Indemnity Agreement and the Environmental Indemnity Agreement, and the Substitute Indemnitor shall be liable and responsible for each and all of the liabilities of the Original Indemnitor thereunder, as fully and completely as if the Substitute Indemnitor had originally executed and delivered the Loan Documents as the Indemnitor thereunder, including, without limitation, all of those obligations, agreements and liabilities which would have, but for the provisions of this Agreement, been the obligations, agreements and liabilities of the Original Indemnitor, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued, and without regard to the Original Indemnitor then responsible or liable therefor at the time of such accrual. From and after the date hereof, the Substitute Indemnitor further agrees to abide by and be bound by all of the terms of the Loan Documents having reference to the Original Indemnitor, all as though each of the Loan Documents had been made,

executed, and delivered by the Substitute Indemnitor as the Original Indemnitor. From and after the date hereof, the Substitute Indemnitor hereby agrees to pay, perform, and discharge each and every obligation of payment and performance of the Original Indemnitor under, pursuant to and as set forth in the Loan Documents at the time, in the manner and otherwise in all respects as therein provided.

b. The Substitute Indemnitor acknowledges and agrees that following the Transfer it will be an affiliate of the Borrower and will derive substantial economic benefit from the Lender's agreement to consent to the Transfer and that there is adequate consideration for the Substitution. The Substitute Indemnitor acknowledges that the Lender would not consent to the Transfer without the agreement of Substitute Indemnitor to execute and deliver this Agreement as substitute indemnitor.

c. The Substitute Indemnitor acknowledges and agrees that it has received and reviewed (i) that certain Phase I Environmental Site Assessment for Mission Bay Plaza, dated August 10, 2004, by URS Corporation, and (ii) that certain Phase II Environmental Site Assessment for the Mission Bay Plaza Property, dated August 18, 2004, by URS Corporation (collectively, the "ENVIRONMENTAL REPORTS"). The Substitute Indemnitor understands, acknowledges and agrees that, pursuant to the substitution of the Substitute Indemnitor for the Original Indemnitor in Paragraph 5(a) above, the Substitute Indemnitor shall be liable and responsible for each and all of the liabilities at the Property, including those environmental concerns addressed in the Environmental Reports, in accordance with the terms of the Environmental Indemnity Agreement.

6. CONSENT.

(a) Subject to the terms and conditions set forth in this Agreement, Lender consents to the Transfer, subject to the Mortgage and the other Loan Documents. Lender's consent to the Transfer shall, however, not constitute its consent to any subsequent transfers of the Property or any interest therein (as defined in the Mortgage).

(b) Lender hereby consents to the Original Principal filing the Certificate of Amendment of Certificate of Incorporation of NWC Glades 441, Inc. with the Secretary of State of the State of Delaware in connection with the Transfer and conforming changes to the by-laws of that corporation. Lender's consent herein shall not constitute its consent to any other previous amendment or modifications of the Original Principal Organizational Documents made without the Lender's explicit consent.

(c) Lender hereby consents to the First Amendment to Operating Agreement of Boca Mission, LLC. Lender's consent herein shall not constitute its consent to any other previous or future amendments or modifications of the Borrower Organizational Documents.

Indemnitor under the Loan Documents, including without limitation, the Indemnity Agreement and Environmental Indemnity Agreement, and the Substitute Indemnitor shall be substituted, in each and every respect, for the Original Indemnitor, in lieu of and in place of the Original Indemnitor with respect to each and every reference to the Indemnitor, in the Loan Documents, including without limitation, the Indemnity Agreement and Environmental Indemnity Agreement. The Original Indemnitor hereby acknowledges and agrees that the release set forth herein shall not be construed to release the Original Indemnitor from any liability under any of the Loan Documents, including, without limitation, the Indemnity Agreement and Environmental Indemnity Agreement, for any acts or events occurring or obligations arising prior to or upon the date of this Agreement, whether or not such acts, events or obligations are, as of the date of this Agreement known or ascertainable.

8. NOTICES TO BORROWER AND INDEMNITOR. Without amending, modifying or otherwise affecting the provisions of the Loan Documents except as expressly set forth herein, the Lender shall, from and after the date of this Agreement, deliver any notices to the Borrower and/or "Indemnitor" which are required to be delivered pursuant to the Loan Documents, or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to the Borrower's and/or Substitute Indemnitor's addresses set forth above, as applicable. In addition, all references to the address of the Borrower and all references to the "Indemnitor" or to the address of "Indemnitor" in the Loan Documents are hereby modified to refer to the Borrower's and/or Substitute Indemnitor's addresses set forth above, as applicable. Any reference to the Borrower's address or primary place of business shall be references to the Borrower's address set forth above.

9. RELEASE AND COVENANT NOT TO SUE. Borrower, Original Obligors and Substitute Obligors, on behalf of themselves and their heirs, successors and assigns, hereby release and forever discharge Lender, Original Lender, each of their predecessors in interest and their successors and assigns, together with any officers, directors, partners, employees, investors, certificate holders and agents (including, without limitation, servicers of the loan) of each of the foregoing (collectively the "LENDER PARTIES"), from all debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, claims, damages, judgments, executions, actions, inactions, liabilities demands or causes of action of any nature, at law or in equity, known or unknown, which Borrower, Original Obligors and/or Substitute Obligors now have by reason of any cause, matter, or thing through and including the date hereof, arising out of or relating to: (a) the Loan, including, without limitation, its funding, administration and servicing; (b) the Loan Documents;
(c) the Property; (d) any reserve and/or escrow balances held by Lender or any servicers of the Loan; (e) the Transfer and/or Substitution; and (f) any other disclosed agreement or transaction between Borrower, Original Obligors and/or Substitute Obligors and the Lender Parties relating to the Property or the Loan. Borrower, Original Obligors and Substitute Obligors, on behalf of themselves and their heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action.

10. ACKNOWLEDGMENT OF INDEBTEDNESS. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 and interest on the Note is paid to August 10, 2004. Borrower, Substitute Indemnitor and Substitute Principal acknowledge and agree that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances:

Tax Escrow:             $572,775.10
Insurance Escrow:       $ 10,063.79
Replacement Reserve:    $ 54,703.55
Tenant Improvement/
   Leasing Commission
   Reserve:             $ 41,559.46

The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower and Substitute Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in an account controlled by Lender for the benefit of Lender and Borrower.

The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts.

Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the

right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

11. INTEREST ACCRUAL RATE AND MONTHLY INSTALLMENT PAYMENT AMOUNT TO REMAIN THE SAME. The parties acknowledge and agree that the interest rate and the monthly payments set forth in the Note shall remain unchanged. Prior to the occurrence of an Event of Default hereunder or under the Loan Documents, interest shall accrue on the principal balance outstanding from time to time at the interest rate(s) set forth in the Note (which does not include such amounts as may be required to fund the escrow and reserve obligations under the terms of the Loan Documents) shall continue to be paid in accordance with the terms of the Note.

12. MODIFICATIONS TO LOAN DOCUMENTS. The Loan Documents are modified as set forth below:

(a) Article 14(e) of the Note is hereby modified to delete "Investcorp International Inc." and insert in its stead "Ramco-Gershenson Properties, L.P.".

(b) Notwithstanding anything to the contrary in the Loan Documents and Article 17 of the Note, the Borrower hereby initially and irrevocably designates CT Corporation, with offices in the date hereof at 111 Eighth Avenue, New York, New York 10011, to receive for and on behalf of Borrower service of process in New York, New York with respect to the Note.

(c) Section 3.16 of the Mortgage is hereby amended by deleting "Gumberg Property Investors, Inc." and inserting in its stead "Ramco-Gershenson, Inc.".

(d) Notwithstanding anything to the contrary in Section 3.11(a)(iv) of the Mortgage, so long as the Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the "TRUST"), is the general partner of Ramco-Gershenson Properties, L.P., a Delaware limited partnership, any financial information with respect to the Guarantor or Indemnitor (each as defined in the Mortgage) required by Section 3.11(a)(iv) shall be satisfied if the financial information is provided with respect to the Trust.

(e) Section 4.2(i), (i) and (ii) are hereby modified in that the Borrower's financial statements may be consolidated with the financial statements of the Trust in accordance with generally accepted accounting procedures then in effect in the United States of America from time to time ("GAAP").

(f) Section 4.2(y) of the Mortgage is hereby amended as follows:

"Investcorp Properties Limited" shall be deleted and "Ramco-Gershenson Properties, L.P., a Delaware limited partnership" shall be inserted in its stead.

(g) Section 5.4 of the Mortgage is hereby deleted and the following inserted in its stead: "There is no action, suit or proceeding, judicial, administrative or otherwise (including any condemnation or similar proceedings), pending or, to the best of Borrower's knowledge, threatened or contemplated against, or affecting (i) the Property, or (ii) Borrower. There is no

action, suit or proceeding, judicial, administrative or otherwise (including any condemnation or similar proceedings), pending or, to the best of Borrower's knowledge, threatened or contemplated against, or affecting Guarantor, if any, or Indemnitor, if any, that would have a material adverse effect on the condition (financial or otherwise) of the business, prospects, operations, assets or properties of Guarantor or Indemnitor."

(h) Section 8.3 of the Mortgage is hereby amended as follows:

(i) "Investcorp International Inc. ("INVESTCORP")" shall be deleted and "Ramco-Gershenson Properties Trust, a Maryland real estate investment trust" shall be inserted in its stead.

(ii) The following shall be added as the last sentence of Section 8.3:

"Notwithstanding anything to the contrary in Section 8.1, Section 8.2 or
Section 8.3, the Borrower shall not need to deliver to Lender written notice, pursuant to Section 8.3, of (i) transfers of stock in the Trust, so long as shares of the Trust are publicly traded on the New York Stock Exchange, and (ii) transfers of the limited partnership interests in Ramco-Gershenson Properties, L.P., so long as the Trust continues to owns 51% of Ramco-Gershenson Properties, L.P., to be a general partner of Ramco-Gershenson Properties, L.P., and controls the day to day operations of Ramco-Gershenson Properties, L.P."

(i) Section 10.1(i) of the Mortgage is hereby amended and the following substituted in its stead:

"(i) if any federal tax lien is filed against Borrower, any member or general partner of Borrower, any Guarantor, any Indemnitor or Borrower's interest in the Property and the same is not discharged within thirty (30) days after the same is filed; provided, however, the filing of a federal tax lien shall not be an event of default if (a) any such federal tax lien is being diligently contested in good faith by appropriate proceedings, (b) such proceedings shall suspend the collection and/or effect of the federal tax lien,
(c) adequate reserves in accordance with GAAP shall be set aside on the books of the Borrower, the member or general partner of Borrower, the Guarantor, or Indemnitor, as applicable, and (d) within thirty (30) days after the lien is filed, Borrower shall provide written notice to Lender (i) explaining the basis for any contest, (ii) outlining the applicable proceedings, and (iii) demonstrating the existence of adequate reserves."

(j) Section 16.1 of the Mortgage is hereby deleted in its entirety and the following substituted in its stead:

"Section 16.1. Notices. All notices, demands, requests or other written communications hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of the same in person to the intended addressee, or by depositing the same with Federal Express or another reputable private courier service for next business day delivery, or by depositing the same in the United States mail, postage prepaid, registered or certified mail, return receipt requested, in any event addressed to the intended addressee addressed as follows:

If to Borrower: Boca Mission, LLC
                31500 Northwestern Highway
                Suite 300
                Farmington Hills, Michigan 48334

With a copy to: Alan Hurvitz, Esq.
                Honigman Miller Schwartz and Cohn
                32270 Telegraph Road
                Suite 225
                Bingham Farms, MI 48025-2457

If to Lender:   LaSalle Bank National Association, as Trustee for the
                Registered Holders of LB-UBS Commercial Mortgage
                Trust 2003-C5, Commercial Mortgage Pass-Through
                Certificates, Series 2003-C5
                c/o Wachovia Securities, Structured Products Servicing
                8739 Research Drive-URP4
                Charlotte, NC 28288-1075 (28262-1075 for
                overnight deliveries)

With a copy to: Parker, Poe, Adams & Bernstein L.L.P.
                Three Wachovia Center
                401 South Tryon Street, Suite 3000
                Charlotte, NC 28202-1935
                Attn: James A. L. Daniel, Jr. Esq.

All notices, demands and requests shall be effective (i) upon delivery, if delivered in person, (ii) one (1) business day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three
(3) business days after having been deposited in the United States mail as provided above. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as herein required shall be deemed to be receipt of the notice, demand or request sent. By giving to the other party hereto at least fifteen (15) days' prior written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America."

(j) Section 19.2 of the Mortgage is hereby deleted.

13. NO OTHER MODIFICATIONS OF THE LOAN DOCUMENTS. Except as specifically provided for herein, the parties acknowledge and agree that the Transfer and Substitution will not result in any modifications to the Loan Documents.

14. CONDITIONS. This Agreement shall be of no force and effect until each of the following conditions has been met to the complete satisfaction of Lender:

a. Fees and Expenses. Borrower shall pay, or cause to be paid: (i) all costs and expenses incident to the preparation and execution hereof and the consummation of the transactions contemplated hereby, including reasonable legal fees of the Lender's counsel and (ii) a transfer fee to Lender in the amount of $303,750.00, being 0.75% of the outstanding principal balance of the Note as of the date of the Transfer and all other fees listed in the conditional approval letter dated August 17, 2004.

b. Other Conditions. Satisfaction of all requirements under the Loan Documents and the closing checklist for this transaction as determined by Lender and Lender's counsel in their sole discretion.

15. DEFAULT.

a. Breach. Any breach by Borrower, and/or Substitute Obligors of the representations and warranties contained herein shall constitute a default under the Mortgage and each other Loan Document. Any breach by Original Obligors of the representations and warranties contained herein shall constitute a default under this Agreement.

b. Failure to Comply. Any failure by Borrower and/or Substitute Obligors to fulfill any one of the conditions set forth in this Agreement shall constitute a default under this Agreement and the Loan Documents. Any failure by Original Obligors to fulfill any of the conditions set forth in this Agreement shall constitute a default under this Agreement.

16. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND SUBSTITUTE OBLIGORS. As a condition of this Agreement, Borrower and Substitute Obligors represent and warrant to Lender as follows:

a. Borrower is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is qualified to do business and in good standing in the State of Florida. Borrower has full power and authority to enter into and carry out the terms of this Agreement and to continue to carry out the terms of the Loan Documents.

b. Substitute Indemnitor is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware. Substitute Indemnitor has full power and authority to enter into and carry out the terms of this Agreement and to assume the obligations of the Original Indemnitor under the Loan Documents.

c. Purchaser is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware. Purchaser has full power and authority to enter into and carry out the terms of this Agreement and to own its Transferred Ownership Interests.

d. Substitute Principal is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and is authorized to transact business as a foreign corporation in each jurisdiction in which such authorization is necessary for the operation of the business or properties of Borrower. Substitute Principal has full power and authority to enter into this Agreement on its own behalf and to execute this Agreement. Substitute Principal has full power and authority to own its Transferred Ownership Interests and the Transferred Management Interests.

e. This Agreement constitutes the legal, valid and binding obligations of Borrower and Substitute Obligors enforceable in accordance with its terms. Neither the entry into nor the performance of and compliance with this Agreement has resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, mortgage, indenture, contract, agreement or lease by which Borrower or Substitute Obligors or any property of Borrower or Substitute Obligors are bound or any statute, rule or regulation applicable to Borrower or to Substitute Obligors.

f. The Loan Documents constitute the legal, valid and binding obligations of Borrower and Substitute Indemnitor, as applicable, enforceable in accordance with their terms. Neither the entry into nor the performance of and compliance with any of the Loan Documents has resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, mortgage, indenture, contract, agreement or lease by which Borrower or Substitute Indemnitor or any property of Borrower or Substitute Indemnitor are bound or any statute, rule or regulation applicable to Borrower or Substitute Indemnitor.

g. Neither the execution of this Agreement nor the assumption and performance of the obligations hereunder has resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, mortgage, indenture, contract, agreement or lease by which the Borrower or Substitute Obligors or any property of Borrower or Substitute Obligors are bound or any statute, rule or regulation applicable to the Borrower or the Substitute Obligors.

h. There is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto, or which might result in any material adverse change in the condition (financial or otherwise) or business of Borrower or Substitute Obligors.

i. There has been no legislative action, regulatory change, revocation of license or right to do business, fire, explosion, flood, drought, windstorm, earthquake, accident, other casualty or act of God, labor trouble, riot, civil commotion, condemnation or other action or event which has had any material adverse effect, on the business or condition (financial or otherwise) of Substitute Obligors or any

of their properties or assets, whether insured against or not, since Substitute Obligors submitted to Lender their request for the Transfer.

j. The financial statements and other data and information supplied by Substitute Obligors in connection with Substitute Obligors' request for the Transfer or otherwise supplied in contemplation of Transfer were in all material respects true and correct on the dates they were supplied, and since their dates no material adverse change in the financial condition of Substitute Obligors has occurred, and there is not any pending or threatened litigation or proceedings which might impair to a material extent the business or financial condition of Substitute Obligors.

k. Borrower and Substitute Indemnitor hereby specifically remake and reaffirm the representations, warranties and covenants set forth in the Mortgage, the Indemnity Agreement, the Environmental Indemnity Agreement and the other Loan Documents.

l. Borrower hereby represents and warrants to Lender that Borrower will not permit the transfer of any interest in Borrower to any person or entity (or any beneficial owner of such entity) who is listed on the specifically Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) an/or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of Office of Foreign Asset Control, Department of the Treasury or pursuant to any other applicable Executive Orders (such lists are collectively referred to as the "OFAC LISTS"). Borrower will not knowingly enter into a lease with any party who is listed on the OFAC Lists. Borrower shall immediately notify Lender if Borrower has knowledge that any member of beneficial owner of Borrower is listed on the OFAC Lists of (A) is indicted on or (B) arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower shall immediately notify Lender if Borrower knows that any tenant is listed on the OFAC Lists or (A) is convicted on, (B) pleads nolo contender to, (C) is indicted on or (D) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrower further represents and warrants to Lender that Borrower is currently not on the OFAC list.

m. To the knowledge of Borrower and Substitute Obligors, no representation or warranty of Borrower or Substitute Obligors made in this Agreement contains any untrue statement of material fact or omits to state a material fact necessary in order to make such representations and warranties not misleading in light of the circumstances under which they are made.

Any breach of Borrower or Substitute Obligors of any of the representations and warranties shall constitute an Event of Default under the Mortgage and each other Loan Document.

17. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF ORIGINAL OBLIGORS. As a condition of this Agreement, Original Obligors represent and warrant to Lender as follows:

a. Diversified represents and warrants to Lender that Diversified is a limited liability company duly organized and validly existing and in good standing in the State of Delaware. Diversified has full power and authority to enter into and carry out the terms of this Agreement and to carry out the Transfer.

b. Original Indemnitor represents and warrants to Lender that Original Indemnitor is a limited liability company duly organized and validly existing under the laws of the State of Delaware. Original Indemnitor has full power and authority to enter into and carry out the terms of this Agreement.

c. Original Principal represents and warrants to Lender that Original Principal is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and is authorized to transact business as a foreign corporation in each jurisdiction in which such authorization is necessary for the operation of the business or properties of Borrower. Original Principal and has full power and authority to enter into this Agreement on its own behalf and to execute this Agreement.

d. This Agreement, the Purchase Agreement and all other documents executed by Original Obligors in connection therewith and herewith, constitute legal, valid and binding obligations of Original Obligors enforceable in accordance with their respective terms. Neither the entry into nor the performance of and compliance with this Agreement, the Purchase Agreement or the other documents executed by Original Obligors in connection therewith or herewith has resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, mortgage, indenture, contract, agreement or lease by which Original Obligors or any property of Original Obligors are bound or any statute, rule or regulation applicable to Original Obligors.

e. Original Principal has not received any written notices from any governmental entity claiming that Original Obligors, the Borrower or the Property is not presently in compliance with any laws, ordinances, rules, and regulations bearing upon the use and operation of the Property, including, without limitation, any notice relating to zoning laws or building code regulations, except as disclosed to Lender in writing.

respective tenant, and each Tenant Lease is in full force and effect. Each Tenant Lease represents the entire agreement between the landlord and the respective tenant and no Tenant Lease has been terminated, renewed, amended, modified or otherwise changed without obtaining any prior written consent of Lender as required by the Loan Documents. The tenant under each Tenant Lease has taken possession of and is in occupancy of the premises therein described and is open for business (other than Eastern Financial and as shown on the Rent Roll). Rent payments have commenced under each Tenant Lease, and all tenant improvements in such premises and other conditions to occupancy and/or rent commencement have been completed by Landlord. To the actual knowledge of Original Principal, all obligations of the landlord under the Tenant Leases have been performed, and no event has occurred and no condition exists that, with the giving of notice or lapse of time or both, would constitute a default by Landlord under any Tenant Lease. To the actual knowledge of Original Principal, there are no offsets or defenses that any tenant has against the full enforcement of any Tenant Lease by the landlord thereunder. Each Tenant Lease is fully and freely assignable by the landlord without notice to or the consent of the tenant thereunder.

g. Borrower and Original Principal represent and warrant to Lender that Borrower is the current owner of the Property and there are no pending or, to Original Principal's actual knowledge, threatened suits, judgments, arbitration proceeding, administrative claims, executions or other legal or equitable actions or proceedings against Original Obligors, Borrower or the Property, or any pending or threatened condemnation or annexation proceedings affecting the Property, or any agreements to convey any portion of the Property, or any rights thereto, not disclosed in this Agreement, including, without limitation to any governmental agency.

h. No representation or warranty of Original Obligors made in this Agreement contains any untrue statement of material fact or omits to state a material fact necessary in order to make such representations and warranties not misleading in light of the circumstances under which they are made.

18. NO FURTHER CONSENTS. Borrower, Substitute Indemnitor, Substitute Principal, and Purchaser acknowledge and agree that Lender's consent herein contained is expressly limited to the Transfer and Substitution, as herein described, that such consents shall not waive or render unnecessary Lender's consent or approval of any subsequent sale, conveyance, assignment or transfer of the Property or any interest therein, or any future substitution of indemnitor, and that Section 8.1 of the Mortgage shall continue in full force and effect.

19. INCORPORATION OF RECITALS. Each of the Recitals set forth above in this Agreement are incorporated herein and made a part hereof.

20. PROPERTY REMAINS AS SECURITY FOR LENDER. All of the Property as described and defined in the Mortgage shall remain in all respects subject to the lien, charge or encumbrance of

the Mortgage, and, nothing herein contained and nothing done pursuant hereto shall affect or be construed to release or affect the liability of any party or parties who may now or hereafter be liable under or on account of the Note or the Mortgage, nor shall anything herein contained or done in pursuance hereof affect or be construed to affect any other security for the Note, if any, held by Lender.

21. NO WAIVER BY LENDER. Nothing contained herein shall be deemed a waiver of any of Lender's rights or remedies under any loan agreement, the Note, the Mortgage, any of the other Loan Documents, or under applicable law.

22. CAPTIONS. The headings to the Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any provisions hereof or be used to construe any such provisions.

23. PARTIAL INVALIDITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement.

24. ENTIRE AGREEMENT. This Agreement and the documents contemplated to be executed herewith constitutes the entire agreement among the parties hereto with respect to the Transfer and Substitution and shall not be amended unless such amendment is in writing and executed by each of the parties. The Agreement supersedes all prior negotiations regarding the subject matter hereof. This Agreement may not be amended, revised, waived, discharged, released or terminated orally, but only by a written instrument or instruments executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.

25. BINDING EFFECT. This Agreement and the documents contemplated to be executed in connection herewith shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the foregoing provisions of this Section shall not be deemed to be a consent by Lender to any further sale, conveyance, assignment or transfer of the Property or any interest therein (as defined in the Mortgage).

26. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which, taken together, will constitute one and the same Agreement.

27. GOVERNING LAW. This Agreement shall be governed, construed, applied and enforced in accordance with the laws of the State of Florida.

28. EFFECTIVE DATE. This Agreement shall be effective as of the date of its execution by the parties hereto and thereupon is incorporated into the terms of the Loan Documents.

29. TIME OF ESSENCE. Time is of the essence with respect to all provisions of this Agreement.

30. CUMULATIVE REMEDIES. All remedies contained in this Agreement are cumulative and Lender shall also have all other remedies provided at law and in equity or in the Mortgage and other Loan Documents. Such remedies may be pursued separately, successively or concurrently at the sole subjective direction of Lender and may be exercised in any order and as often as occasion therefor shall arise.

31. CONSTRUCTION. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and that no provision shall be construed against or interpreted to the disadvantage of any party. Each of the parties has had sufficient time to review this Agreement, have been represented by legal counsel at all times, have entered into this Agreement voluntarily and without fraud, duress, undue influence or coercion of any kind. No representations or warranties have been made by Lender to any party except as set forth in this Agreement.

32. REPRESENTATIONS AND WARRANTIES MADE BY ORIGINAL OBLIGORS. The representations and warranties made by Original Obligors herein are made solely to and for the benefit of Lender, its successors and assigns, and neither Purchaser nor any other party shall be deemed a third party beneficiary of such representations and warranties.

[SEE ATTACHED SIGNATURE PAGES]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first aforesaid.

BORROWER:   BOCA MISSION, LLC,
            a Delaware limited liability company


            By: /s/ Dennis Gershenson
                --------------------------------------------
            Name: Dennis Gershenson
            Title: President


SUBSTITUTE: RAMCO BOCA SPC, INC.,
PRINCIPAL   a Delaware corporation


            By: /s/ Dennis Gershenson
                --------------------------------------------
            Name: Dennis Gershenson
            Title: President

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

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

Its: General Partner

By: /s/ Dennis Gershenson
    --------------------------------------------
Name: Dennis Gershenson
Title: President

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

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

Its: General Partner

By: /s/ Dennis Gershenson
    --------------------------------------------
Name: Dennis Gershenson
Title: President

ORIGINAL
PRINCIPAL: NWC GLADES 441, INC.,
a Delaware corporation

By: /s/ F. Jonathan Dracos
    --------------------------------------------
Name: F. Jonathan Dracos
Title: Vice President

ORIGINAL
INDEMNITOR: INVESTCORP PROPERTIES LIMITED,
a Delaware corporation

            By: /s/ F. Jonathan Dracos
                --------------------------------------------
            Name: F. Jonathan Dracos
            Title: Vice President


SELLER:     DIVERSIFIED INVEST II, LLC,
            a Delaware limited liability company


            By: /s/ F. Jonathan Dracos
                --------------------------------------------
            Name: F. Jonathan Dracos
            Title: Vice President

LENDER: LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C5, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C5

By: WACHOVIA BANK, NATIONAL ASSOCIATION, solely in its capacity as Master Servicer, as authorized pursuant to that Pooling and Servicing Agreement dated July 11, 2003

By: /s/ Greg Blake
    --------------------------------------------
Name: Greg Blake
Title: Vice President

Exhibit 10.61

REAFFIRMATION, CONSENT TO TRANSFER
AND SUBSTITUTION OF INDEMNITOR

THIS REAFFIRMATION, AND CONSENT TO TRANSFER AND SUBSTITUTION OF INDEMNITOR (this "AGREEMENT") is made and entered into as September 7, 2004, by and among the following parties:

A. LINTON DELRAY, LLC, a Delaware limited liability company having a new address at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334 ("BORROWER");

B. INVESTCORP PROPERTIES LIMITED, a Delaware corporation having an address at 280 Park Avenue, New York, NY 10017 (the "ORIGINAL INDEMNITOR");

C. DELRAY RETAIL, INC., a Delaware corporation having an address at 280 Park Avenue, New York, NY 10017 (the "ORIGINAL PRINCIPAL");

D. DIVERSIFIED INVEST III, LLC, a Delaware limited liability company having an address at 280 Park Avenue, New York, NY 10017 ("DIVERSIFIED", and together with the Original Principal, "SELLER");

(Original Indemnitor, Original Principal and Diversified are sometimes referred to herein as the "ORIGINAL OBLIGORS");

E. RAMCO DELRAY SPC, INC., a Delaware corporation having an address at 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334, the Managing Member of Borrower (the "SUBSTITUTE PRINCIPAL");

(Purchaser, Substitute Principal and Substitute Indemnitor are sometimes referred to herein as the "SUBSTITUTE OBLIGORS")

G. LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C8, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C8 whose mailing address is c/o Wachovia Securities, Commercial Real Estate Services, 8739 Research Dr., URP4, Charlotte, NC 28288-1075 (28262-1075 for overnight deliveries) ("LENDER").

RECITALS

1. Lehman Brothers Bank FSB (the "ORIGINAL LENDER"), pursuant to the Loan Documents (as hereinafter defined) made a loan to Borrower in the original principal amount of $43,250,000 (the "LOAN"). The Loan is evidenced and secured by the following documents executed in favor of Original Lender by Borrower:

a. Promissory Note dated as of August 7, 2003, payable by Borrower to Original Lender in the original principal amount of $43,250,000 (the "NOTE");

c. Assignment of Leases and Rents of even date with the Note granted by Borrower to Original Lender, recorded in the Recorder's Office (the "ASSIGNMENT");

e. Guaranty of Recourse Obligations of Borrower by and between Original Indemnitor and Original Lender of even date with the Note (the
"INDEMNITY AGREEMENT");

f. Environmental Indemnity Agreement by and between Borrower, Original Indemnitor and Original Lender of even date with the Note (the
"ENVIRONMENTAL INDEMNITY AGREEMENT");

g. Cash Management Agreement by and between Borrower and Original Lender of even date with the Note;

h. Assignment of Agreements, Permits and Contracts by and between Borrower and Original Lender of even date with the Note;

i. Replacement Reserve and Security Agreement by and between Borrower and Original Lender of even date with the Note;

j. Completion/Repair and Security Agreement by and between Borrower and Original Lender of even date with the Note; and

k. Tenant Improvement and Leasing Commission Reserve and Security Agreement by and between Borrower and Original Lender of even date with the Note.

The foregoing documents, together with any and all other documents executed by Borrower and/or Original Indemnitor in connection with the Loan, are collectively called the "LOAN DOCUMENTS."

(the transfers contemplated in Section 4 and Section 5 above are referred to as the "TRANSFER").

8. Lender is willing to consent to the Transfer and the Substitution on and subject to the terms and conditions set forth in this Agreement and in the Mortgage and in the other Loan Documents.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS REGARDING THE TRANSFER.

any modification, amendment, alteration or change to the Borrower Organizational Documents (other than changes to the Borrower Organizational Documents necessary to effect the Transfer and Substitution). Purchaser and Substitute Principal each hereby covenants and agrees that it will be bound by the provisions of the Borrower Organizational Documents. Borrower, Purchaser and Substitute Principal covenant and agree that Borrower will remain a bankruptcy remote, special purpose entity throughout the term of the Loan in accordance with the terms of the Loan Documents.