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EXHIBIT 10.1
PLEDGE AGREEMENT
PLEDGE AGREEMENT ("AGREEMENT") dated as of May 10, 1996 among
Ramco-Gershenson Properties Trust, a Massachusetts business trust formerly known
as RPS Realty Trust (the "TRUST"), Dennis Gershenson, Joel Gershenson, Bruce
Gershenson, Richard Gershenson, Michael A. Ward and Michael A. Ward U/T/A dated
2/22/77, as amended (collectively, the "RAMCO PRINCIPALS") and the holders of
interests in Ramco-Gershenson Properties, L.P., a Delaware limited partnership,
who are set forth on Exhibit A hereto (collectively, the "HOLDERS").
Reference is made to the Amended and Restated Master Agreement, dated as of
December 27, 1996, as amended by the First Amendment to Amended and Restated
Master Agreement, dated as of March 19, 1996 (as amended, the "MASTER
AGREEMENT"), among the Trust, Ramco-Gershenson, Inc. ("RAMCO"), the Ramco
Principals, the Ramco Contributing Parties (as defined therein) and
Ramco-Gershenson Properties, L.P., a Delaware limited partnership (the
"OPERATING PARTNERSHIP"). Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed to them in the Master
Agreement.
RECITALS:
A. The Trust and the Holders are entering into this Agreement in
connection with the transactions (the "RAMCO TRANSACTION") effectuated on this
day pursuant to which the Trust, the Ramco Contributing Parties and the Ramco
Principals contributed cash, certain stock in Ramco, certain partnership
interests and certain shopping center properties to the Operating Partnership.
B. As a condition to the Ramco Transaction, the Ramco Principals and the
Holders have agreed to execute and deliver to the Trust this Agreement.
Accordingly, the parties hereby agree as follows:
Section 1. The Pledge.
(a) As collateral security for the full and timely performance of the
obligations and liabilities of the Ramco Principals contained in the Master
Agreement and each Ramco Agreement including, without limitation, the
indemnification obligations set forth in Section 7.4 of the Master Agreement and
Section 20 of each Ramco Agreement (the "SECURED OBLIGATIONS"), each Ramco
Principal and each Holder, as the case may be, hereby transfers, conveys,
pledges, hypothecates and delivers to the Trust and its successors and assigns,
and grants to the Trust and its successors and assigns a security interest in,
the following property (collectively referred to herein as the "PLEDGED
COLLATERAL"):
(i) the number of units of limited partnership interest in the
Operating Partnership ("OP UNITS") issued under the Partnership
Agreement and owned by each Ramco Principal and Holder on the date
hereof, but only as set forth on Exhibit A, and each additional
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OP Unit issued or credited to any Ramco Principal or Holder from
time to time or otherwise acquired by any Ramco Principal or Holder
from time to time (collectively, the "RP PLEDGED OP UNITS");
(ii) the number of shares of beneficial interest of the Trust,
par value $.10 per share ("SHARES"), owned by each Ramco Principal on
the date hereof, but only as set forth on Exhibit B, and each
additional Share issued to, purchased or otherwise acquired by any
Ramco Principal or Holder from time to time, including, without
limitation, any Shares acquired by any Ramco Principal or Holder as a
result of any exchange of OP Units for Shares (collectively the "RP
PLEDGED SHARES");
(iii) the limited partnership interests in the Holders owned by
the Ramco Principals on the date hereof, but only as set forth on
Exhibit C, and each additional partnership interest (whether general
or limited) in such Holders issued or credited to any Ramco Principal
from time to time or otherwise acquired by any Ramco Principal from
time to time (collectively, the "PLEDGED LP INTERESTS");
(iv) the general and limited partnership interests in the
general partners of the Holders that are partnerships (the
"PARTNERSHIP GP ENTITIES") owned by the Ramco Principals on the date
hereof, but only as set forth on Exhibit D, and each additional
partnership interest (whether general or limited) in the Partnership
GP Entities issued or credited to any Ramco Principal from time to
time or otherwise acquired by any Ramco Principal from time to time
(collectively, the "PLEDGED PARTNERSHIP GP INTERESTS");
(v) the Shares of stock (irrespective of class) in the general
partners that are corporations (the "CORPORATE GP ENTITIES") owned by
the Ramco Principals on the date hereof, but only as set forth on
Exhibit E, and each additional Share of stock (irrespective of class)
in the Corporate GP Entities issued to, purchased or otherwise
acquired by any Ramco Principal from time to time (collectively, the
"PLEDGED CORPORATE GP STOCK");
(vi) with respect to each Holder, the number of OP Units and
Shares owned by such Holder on the date hereof, but only as set forth
on Exhibits A and B, multiplied by a fraction, the numerator of which
is the number of such OP Units and Shares allocated directly or
indirectly to the Ramco Principals and their
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respective Affiliates pursuant to the partnership agreement of such
Holder (expressed as a decimal fraction) and the denominator of which
is the total number of OP Units and Shares allocated to such Holder
(the "APPLICABLE PERCENTAGE") as set forth on Exhibit F and each
additional OP Unit or Share issued to, purchased or acquired by such
Holder multiplied by, with respect to each Holder, the Applicable
Percentage (collectively, the "RCP PLEDGED UNITS AND SHARES"),
provided, however, if after the date hereof the aggregate direct or
indirect percentage ownership interest of the Ramco Principals in any
Holder shall increase from the percentage existing on the date hereof,
the Applicable Percentage with respect to such Holder shall equal such
greater percentage;
(vii) all payments due or to become due to each pledgor arising
out of, as a result of or in connection with such pledgor's ownership
of the RP Pledged OP Units, the RP Pledged Shares, the Pledged LP
Interests, the Pledged Partnership GP Interests, the Pledged Corporate
GP Stock, and the RCP Pledged Units and Shares, whether as dividends,
distributions of cash or property or otherwise (collectively, the
"DISTRIBUTIONS") and all of such pledgor's rights, whether now
existing or hereafter arising or acquired, to exercise all voting,
consensual and other powers of ownership pertaining to such pledgor's
ownership of the above items of Pledged Collateral (including, without
limitation, Pledgor's rights as owner of such items of Pledged
Collateral to make determinations, to exercise any election
(including, without limitation, election of remedies) or option, to
give or receive any notice, consent, amendment, waiver or approval);
and
(viii) all proceeds of any and all of the foregoing and all
increases, substitutions, replacements, additions, and accessions
thereto.
(b) Notwithstanding anything herein or in the Master Agreement or any
Ramco Agreement to the contrary, the Ramco Principals and the Holders hereby
acknowledge and agree that (a) it is not (and at no time will be) necessary for
the Trust, in order to enforce any of its rights and remedies in respect of the
Secured Obligations, to first institute or exhaust the Trust's rights and
remedies against any Ramco Principal, any Holder or against any of the Pledged
Collateral, in each case, pursuant to this Agreement, and (b) any delay in
exercising, failure to exercise, or non-exercise (or partial exercise), from
time to time, by the Trust of any rights or remedies hereunder (or to insist
upon strict performance) in any one or more instances shall not constitute a
waiver thereof (or preclude full exercise or insistence upon strict performance
thereof)
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in that or any other instance, and any single exercise of the Trust's right or
remedies hereunder in any one or more instances shall not preclude full
exercise in any other instance.
Section 2. Dividends and Other Distributions. So long as no breach of
the Secured Obligations shall have occurred and be continuing (an "EVENT OF
DEFAULT"), all cash distributions and dividends payable in respect of the
Pledged Collateral shall be paid to the relevant pledgor; provided, that all
cash distributions and dividends payable in respect of the Pledged Collateral
which are determined by the Trust in its reasonable discretion to represent in
whole or in part an extraordinary, liquidating or other distribution in return
of capital shall be paid, to the extent so determined to represent an
extraordinary, liquidating or other distribution in return of capital, to the
Trust and retained by it in a separate interest bearing account as part of the
Pledged Collateral. The Trust shall also be entitled to receive directly, and
to retain as part of the Pledged Collateral to be held and applied in the manner
set forth in this Agreement:
(i) all additional stock, partnership interests or
other securities or property (other than cash) paid or
distributed by way of dividend or otherwise in respect
of the Pledged Collateral;
(ii) all additional stock, partnership interests or
other securities or property (including cash) paid or
distributed in respect of the Pledged Collateral by way
of stock-split, spin-off, split-up, reclassification,
combination of shares or interests or similar
rearrangement; and
(iii) all additional stock, partnership interests
or other securities or property (including cash) which
may be paid in respect of the Pledged Collateral by
reason of any consolidation, merger, exchange of stock
or interests, conveyance of assets, liquidation or
similar corporate or partnership reorganization.
Section 3. Voting Power. So long as no Event of Default exists, the
pledgors shall be entitled to exercise all voting, consensual and other powers
of ownership pertaining to the Pledged Collateral, provided that no vote shall
be cast nor any approval, consent, waiver or ratification given, nor any power
pertaining to the Pledged Collateral exercised, nor any other action taken,
which would violate or be inconsistent with the terms of this Agreement. If an
Event of Default occurs and is continuing, the Trust shall have the sole and
exclusive right to
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exercise all voting, consensual and other powers of ownership pertaining to the
Pledged Collateral.
Section 4. Events of Default and Remedies.
(a) During any period in which an Event of Default shall have
occurred and be continuing, the Trust shall have the following rights regarding
the Pledged Collateral: (i) the Trust shall have all of the rights and remedies
with respect to the Pledged Collateral of a secured party under the Uniform
Commercial Code, as is in effect from time to time in the State of New York, and
such additional rights and remedies to which a secured party is entitled under
the laws in effect in any jurisdiction where any rights and remedies hereunder
may be asserted, including, without limitation, the right, to the fullest extent
permitted by law, to exercise all voting, and other powers of ownership
pertaining to the Pledged Collateral as if the Trust were the sole and absolute
owner thereof (and the pledgors under this Agreement agree to take all
reasonable actions as may be appropriate to give effect to such rights); (ii)
the Trust in its discretion may, in its name or the name of the pledgors or
otherwise, demand, sue for, collect or receive any money or property at any time
payable or receivable on account of or in exchange for any of the Pledged
Collateral, but shall be under no obligation to do so; and (iii) the Trust may,
upon 10 business days' written notice to the pledgors under this Agreement of
the time and place, sell, assign or otherwise dispose of all or any part of the
Pledged Collateral, at such place or places as the Trust deems best, and for
cash, credit or future delivery (without thereby assuming any credit risk),
without demand or performance or further notice of intention to effect such
disposition or the time or place thereof (except such notices which are required
by applicable statute and cannot be waived); and, further, the Trust or anyone
else who may be the purchaser, the lessee, transferee or assignee of any or all
of the Pledged Collateral so disposed of shall thereafter hold the same
absolutely free from any claim or right or whatsoever kind, including any right
or equity of redemption (statutory or otherwise).
The proceeds of each collection, sale or other disposition under this
Section shall be applied in accordance with Section 9 hereof.
The pledgors recognize that, by reason of certain prohibitions contained
in the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
applicable state securities laws ("BLUE SKY LAWS"), the Trust may be compelled,
with respect to any sale of all or any part of the Pledged Collateral, to make
sales of such Pledged Collateral to purchasers who have agreed, among other
things, to acquire the Pledged Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. The pledgors
acknowledge that such sales may be at prices and on terms less favorable to the
Trust than those obtainable through a public sale without such restrictions,
and notwithstanding such circumstances, agree that any such sale shall be
deemed to have been made in a commercially reasonable manner. The pledgors
acknowledge and agree that, subject to compliance with the Securities Act and
Blue Sky Laws, under no circumstances will the Trust be required to register
any of the Pledged Securities under the Securities Act or any Blue Sky Laws.
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The pledgors hereby appoint the Trust, effective during the continuance of
an Event of Default, as the pledgors' attorney-in-fact, with full power of
substitution for the purposes specified in, or contemplated by, this Agreement.
Such appointment is irrevocable and coupled with an interest. As
attorney-in-fact, the Trust may (in addition to the actions specified in other
provisions of this Agreement), in the name, place and stead of any pledgor, make
and execute all conveyances, assignments and transfers of the Pledged Collateral
sold pursuant hereto, and such pledgor hereby ratifys and confirms all that the
Trust, as attorney-in-fact, shall do by virtue hereof. Nevertheless, such
pledgor shall, if so requested by the Trust, ratify and confirm any sale or
sales by executing and delivering to the Trust, or to such purchaser or
purchasers, all such instruments as may, in the judgment of the Trust, be
advisable for the purpose.
Section 5. Certain Representations and Warranties. The Ramco Principals,
jointly and severally, represent and warrant to the Trust as follows:
(i) the respective pledgors are the legal, record and beneficial
owners of, and have good and marketable title to, the Pledged Collateral,
subject to pledge, claim, lien, security interest, charge, option or other
encumbrance (a "LIEN") except for (A) the security interest created by
this Agreement and (B) restrictions on transfer under the Securities Act
and Blue Sky Laws;
(ii) the Pledged Collateral has been duly and validly issued and is
fully paid and non-assessable and such Pledged Collateral is not subject
to any options to purchase or similar rights except those in favor of the
Operating Partnership or the Trust;
(iii) assuming the authority of pledgors to execute, deliver and
perform their obligations under this Agreement, this Agreement creates, in
favor of the Trust and as security for the Secured Obligations, a valid
and enforceable perfected lien on the Pledged Collateral;
(iv) to the best of their knowledge after consultation with counsel,
no consent, filing, recording or registration, other than the filing of
Uniform Commercial Code financing statements, is required to perfect the
lien purported to be created by this Agreement against the Pledged
Collateral;
(v) the Pledged Collateral represents all of the Ramco Principals
direct and indirect interests in the Trust, the Operating Partnership and
the Holders;
(vi) the execution, delivery and performance of this Agreement will
not (a) violate any provision of any applicable law or regulation of any
Governmental Body, violate any provision of any mortgage, indenture,
lease, contract, pledge or other instrument or undertaking to which any
pledgor is a party or which purports to be binding upon any pledgor or any
of its assets, except for any partnership agreement or agreement of
limited partnership of any Holder, as applicable, or (b) result in the
creation or
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imposition of any Lien on any assets of any pledgor except the Lien created
by this Agreement;
(vii) the principal place of business of such pledgor (or residence in
the event such pledgor is an individual) is as set forth in Exhibit F
annexed hereto and made a part hereof).
(viii) no Ramco Principal is a party to any shareholders' agreement
relating to his or its ownership of the Pledged Corporate GP Stock, except
for the shareholders' agreements between the Ramco Principals in Ramco
Jackson, Inc. ("Ramco Jackson") and Ramco Oak Brook, Inc., both of which
are in the same form as the Shareholders Agreement, dated February 27,
1990, between Ramco Jackson and each of the Ramco Principals (together,
the "Shareholder Agreements");
(ix) each party to the Shareholder Agreements has consented to the
pledge by the Ramco Principals of the Pledged Corporate GP Stock and
agreed that, to the extent such stock is foreclosed on and acquired by the
Trust pursuant to this Agreement, that such stock and the Trust shall not
be bound by or subject to any of the Shareholder Agreements;
(x) the data and other information set forth on Exhibits A through G
hereto are true, correct and complete in all respects; and
(xi) in connection with the incurrence by an affiliate of the Ramco
Principals of certain recourse indebtedness on or prior to the date hereof
(with respect to which he Ramco Principals are, jointly and severally,
personally liable), all interests owned, directly or indirectly, by the
Ramco Principals in the Holders set forth on Exhibit G hereto, together
with the number of OP Units owned by such Holders, are, on or prior to the
date hereof, subject to an existing pledge in favor of NBD Bank in
connection with the indebtedness incurred by an affiliate of the Ramco
Principals as described above.
Section 6. Covenants of the Pledgors. The Ramco Principals, jointly and
severally, covenant and agree with the Trust as follows:
(i) they will, or they will cause, the Pledgors to, defend the
Trust's right, title, claim of possession and Lien in and to the Pledged
Collateral against the claims and demands of all Persons;
(ii) they will pay and discharge all Liens, charges, claims, taxes
and other governmental charges, and all contractual obligations requiring
the payment of money, before such become overdue, that may affect the
Pledged Collateral or any part thereof, unless (but only to the extent
that) such payment is being contested in good faith and in accordance with
law;
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(iii) they shall not, without the prior written consent of the Trust
(which consent shall not be unreasonably withheld), amend or modify, or
consent to the amendment or modification of, the organizational documents
of Holders, the Partnership GP Entities and the Corporate GP Entities;
(iv) they will, or they will cause each pledgor to, join with the
Trust in executing and file and refile under the Uniform Commercial Code
such financing statements, continuation statements and other documents in
such offices as the Trust may reasonably deem necessary or desirable and
wherever required or permitted by law in order to perfect and preserve the
Trust's security interest in the Pledged Collateral and hereby authorizes
the Trust to file financing statements and amendments thereto relative to
all or any part of the Pledged Collateral without the signature of such
pledgor where permitted by law, and agrees to do such further acts and
things and to make, execute and deliver to the Trust such additional
conveyances, assignments, agreements, instruments and financing statements
as the Trust may reasonably require or deem advisable to carry into effect
the purposes of this Agreement or to further assure and confirm unto the
Trust its rights, powers and remedies hereunder, and if any pledgor shall
fail to execute any such additional conveyances, assignments, agreements,
instruments or financing statements, the Trust, as attorney-in-fact for
such pledgor may in the name, place and stead of such pledgor, make,
execute and deliver any of the foregoing; and
(v) notify the Trust in writing forty-five (45) business days prior
to the date any pledgor changes its principal place of business or
principal residence in the event such pledgor is an individual, which
notice shall set forth the full and complete new principal place of
business or principal residence, as the case may be, of such pledgor.
Section 7. Marshalling. The Trust shall not be required to marshall any
present or future security for (including, but not limited to this Agreement or
any collateral pledged hereunder), or guaranties of, the Secured Obligations of
any pledgor, or to resort to such security or guaranties in any particular
order; and all of its rights hereunder and in respect of such security and
guaranties shall be cumulative and in addition to all other rights hereunder,
however existing or arising. To the extent that any pledgor may lawfully do
so, each pledgor hereby agrees not to invoke any law relating to the
marshalling of collateral which may cause delay and/or impede the enforcement
of any of the Trust's rights under this Agreement, or any other instrument
evidencing any of the obligations under this Agreement, the Master Agreement or
any Ramco Agreement or under which any of such obligations is outstanding or by
which any of such obligations is secured or guarantied, and to the extent that
such pledgor may lawfully do so, each pledgor hereby irrevocably waives the
benefit of all such laws.
Section 8. Deficiency. If the proceeds of sale, collection or
realization of or upon the Pledged Collateral pursuant to Section 4 hereof are
insufficient to cover the cost and expenses of such realization and the payment
in full of the Secured Obligations, the pledgor shall not be liable for any
amounts which exceed the Pledged Collateral. The Trust may not collect from
the
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Pledged Collateral more than the Secured Obligations plus costs and expenses of
realizing on such Pledged Collateral.
Section 9. The Pledgors' Obligations Not Affected. The obligations of
each pledgor hereunder shall remain in full force and effect and shall not be
impaired by:
(a) any bankruptcy or insolvency of any other pledgor;
(b) any amendment to or modification of any instrument (other than
this Agreement) securing any of the Secured Obligations;
(c) the taking of additional security for, or any guaranty of, any of
the Secured Obligations or the release or discharge or termination of any
security or guaranty for any of the Secured Obligations; or
(d) the lack of enforceability of any of the Secured Obligations
against any pledgor or any other person.
Section 10. Application of Proceeds. Except as otherwise expressly
provided in Section 8 herein, the proceeds of any collection, sale or other
realization of any or any part of the Pledged Collateral pursuant hereto shall
be applied by the Trust: first, to the payment of the costs and expenses of
such collection, sale or other realization, including reasonable out-of-pocket
costs and expenses of the Trust and the reasonable fees and expenses of its
agents and counsel; second, to the payment in full of the Secured Obligations;
and finally, to the payment to the pledgors (in accordance with their interests
in the Pledged Collateral), or their heirs, executives, administrators,
successors or assigns, or as a court of competent jurisdiction may direct, of
any surplus then remaining.
As used in this Section 10, "THE PROCEEDS" of the Pledged Collateral shall
mean cash, securities and other property realized.
Section 11. Perfection. Each Ramco Principal shall deliver to the Trust
(i) to the extent that the Pledged Collateral are certificated securities, the
certificates representing the Pledged Collateral accompanied by undated stock
or other similar powers duly endorsed in blank, (ii) such Uniform Commercial
Code financing statements, executed by the applicable pledgor and in a form
ready for filing, as may be necessary or desirable to perfect the first
priority security interests in the Pledged Collateral granted to the Trust
pursuant to this Agreement and (iii) satisfactory evidence that all other
filings, recordings, registrations and other actions the Trust deems necessary
or desirable to establish, preserve and perfect the security interests granted
to the Trust pursuant to this Agreement shall have been made.
Section 12. Transfer, Etc. Without the prior written consent of the
Trust, the pledgors will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge
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or grant any security interest in or otherwise encumber any of the Pledged
Collateral or any interest therein, except for the pledge provided for in this
Agreement.
Section 13. Termination. The security interest in the Pledged Collateral
granted to the Trust as security for the Secured Obligations shall terminate on
April 30, 1997 (the "TERMINATION DATE"), except as to Pledged Collateral having
a value (as determined in good faith by the Trust) of not more than 110% of any
amount claimed which the Trust gives written notice in accordance with Section
7.2 of the Master Agreement or Section 19 of the Ramco Agreements, as
applicable (a "PENDING CLAIM"). If a Pending Claim exists on the Termination
Date, the security interest in the remaining retained Pledged Collateral
granted to the Trust as security for the Secured Obligations shall terminate on
such date (the "PENDING CLAIM TERMINATION DATE") as when (a) the Ramco
Principals' obligation relating to the Pending Claim has been satisfied or (b)
the Pending Claim has been finally resolved (by agreement of the Trust and the
Ramco Principals or a final judgment of a court of competent jurisdiction). On
the applicable termination date provided for in this paragraph, the Trust shall
forthwith cause to be assigned, transferred and delivered, against receipt, any
remaining Pledged Collateral and any money received in respect of, to or in the
order of the applicable pledges.
Section 14. Further Assurances. The pledgors will from time to time
execute and deliver to the Trust all such other and further instruments and
documents and take or cause to be taken all such other and further actions as
the Trust may reasonably request in order to effect and confirm more securely
in the Trust all rights contemplated in this Agreement.
Section 15. Expenses. The Ramco Principals agree to pay to the Trust all
reasonable out-of-pocket expenses of the Trust (including reasonable expenses
for legal services) of, or incident to the enforcement of, any provisions of
this Agreement.
Section 16. Miscellaneous.
(a) Waiver, etc. No act, failure or delay by the Trust shall
constitute a waiver of its rights, powers or remedies hereunder or otherwise.
No single or partial waiver by the Trust or any of its agents of any default or
right or remedy which it may have shall constitute a waiver of any other
default, right or remedy or of the same default, right or remedy on a future
occasion. The pledgors hereby waive presentment, notice of dishonor and protest
of all instruments and any and all other notices and demands whatsoever (except
as expressly provided herein). The remedies herein are cumulative and are not
exclusive of any other remedies which may be provided by law.
(b) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to the conflicts of law principles thereof.
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(c) All communications herein provided shall be in writing and shall
be sufficient if sent by United States mail, registered or certified, delivered
by messenger, overnight courier, telex or telefax, addressed as follows:
If to the Trust:
Ramco-Gershenson Properties Trust
27600 Northwestern Highway, Suite 200
Southfield, Michigan 48034
Telecopier No.: (810) 350-9925
Attention: Chairman
with a copy to:
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Telecopier No.: (212) 856-7812
Attention: Peter M. Fass, Esq.
If to any pledgor:
Ramco-Gershenson Properties Trust
27600 Northwestern Hwy
Suite 200
Southfield, Michigan 48034
Telecopier No.: (810) 350-9925
Attention: Mr. Dennis Gershenson
with a copy to:
Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226-3583
Telecopier No.: (313) 962-0176
Attention: Richard Burstein, Esq.
or such other addresses where any party may receive any such communication or
notice as may be designated by written notice to the other parties. Any
notice given pursuant to this Section to effect a change of address shall be
effective when received.
(d) Successors and Assigns. This Agreement and all obligations of
the pledgors herein shall be binding upon the heirs, executives, successors and
assigns of the pledgors and
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shall, together with the rights and remedies of the Trust, inure to the benefit
of the Trust and its successors and assigns.
(e) Severability. If any term in this Agreement shall be held to be
invalid or illegal or unenforceable in any respect, the validity of all other
terms hereof shall be in no way affected thereby, and this Agreement shall be
construed and be enforceable as if such invalid, illegal or unenforceable term
had not been included herein.
(f) Exclusive Agreement. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter, including,
without limitation, Section 20 of any Ramco Agreement, and is intended as a
complete and exclusive statement of the terms of the Agreement among the
parties.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any other parties hereto may execute this Agreement by signing
any such counterparts.
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IN WITNESS WHEREOF, the Ramco Principals, the Trust and the Holders
have caused this Agreement to be duly executed as of the date first above
written.
TRUST
RAMCO-GERSHENSON PROPERTIES TRUST
By: /s/ Dennis Gershenson
------------------------------
Name: Dennis Gershenson
Title: Chief Executive Officer
RAMCO PRINCIPALS
/s/ Dennis Gershenson
----------------------------------
Dennis Gershenson
/s/ Joel Gershenson
----------------------------------
Joel Gershenson
/s/ Bruce Gershenson
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Bruce Gershenson
/s/ Richard Gershenson
----------------------------------
Richard Gershenson
/s/ Michael A. Ward
----------------------------------
Michael A. Ward
(signature pages continued)
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MICHAEL A. WARD U/T/A DATED
2/22/77, AS AMENDED
By: /s/ Michael A. Ward
-------------------------------------
Michael A. Ward as trustee U/T/A dated
2/22/77, as amended
HOLDERS (other than Joel Gershenson,
Dennis Gershenson, Bruce Gershenson, Richard
Gershenson and Michael A. Ward U/T/A dated
2/22/77, as amended)
WEST OAKS I
WEST OAKS DEVELOPMENT COMPANY,
a Michigan co-partnership
By: /s/ Dennis Gershenson
----------------------------------------
Dennis Gershenson, Partner
JACKSON CROSSING
RAMCO JACKSON ASSOCIATES LIMITED
PARTNERSHIP,
a Michigan limited partnership
By: RAMCO JACKSON, INC.,
a Michigan corporation,
its General Partner
By: /s/ Dennis Gershenson
-----------------------------------
Dennis Gershenson
Vice President
(signature pages continued)
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TEL-TWELVE SHOPPING CENTER
TEL-TWELVE MALL ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: R.G. TEL-TWELVE CO.,
a Michigan co-partnership,
its General Partner
By: /s/ Dennis Gershenson
----------------------------
Dennis Gershenson, Partner
CLINTON VALLEY MALL
STERLING MALL ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: RAMCO CONSUMERS MALL ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership,
its General Partner
By: /s/ Dennis Gershenson
------------------------------
Dennis Gershenson,
a General Partner
OAK BROOK SQUARE
RAMCO OAK BROOK SQUARE ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: RAMCO OAK BROOK SQUARE, INC.,
a Michigan corporation,
general partner
By: /s/ Dennis Gershenson
----------------------------------
Dennis Gershenson, Vice President
(signature pages continued)
16
FRASER TOWN CENTER
RAMCO FRASER DEVELOPMENT COMPANY,
a Michigan co-partnership
By: /s/ Dennis Gershenson
--------------------------------
Dennis Gershenson, Partner
EDGEWOOD TOWN CENTER
RAMCO LANSING ASSOCIATES,
a Michigan co-partnership
By: /s/ Dennis Gershenson
---------------------------------
Dennis Gershenson, Partner
NORTH TOWNE OFFICE MAX
RAMCO LEWIS ALEXIS ASSOCIATES,
a Michigan co-partnership
By: /s/ Dennis Gershenson
---------------------------------
Dennis Gershenson, Partner
NAPLES TOWNE CENTER
RAMCO SOUTH NAPLES DEVELOPMENT,
a Florida general partnership
By: /s/ Dennis Gershenson
----------------------------------
Dennis Gershenson, Partner
SPRING MEADOWS SHOPPING CENTER
RAMCO SPRING MEADOWS ASSOCIATES,
a Michigan co-partnership
By: /s/ Dennis Gershenson
-----------------------------------
Dennis Gershenson, Partner
(signature pages continued)
17
TROY TOWNE CENTER
RAMCO SINGER ASSOCIATES LIMITED
PARTNERSHIP, an Ohio limited partnership
By: RAMCO TROY ASSOCIATES,
a Michigan co-partnership
By: /s/ Dennis Gershenson
---------------------------------
Dennis Gershenson, Partner
WEST ALLIS TOWN CENTER
WEST ALLIS SHOPPING CENTER ASSOCIATES,
a Wisconsin general partnership
By: RAMCO ALLIS DEVELOPMENT
COMPANY, its Partner
By: /s/ Dennis Gershenson
------------------------------
Dennis Gershenson, Partner
WEST OAKS II
RAMCO NOVI DEVELOPMENT ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: RAMCO NOVI DEVELOPMENT COMPANY,
a Michigan co-partnership,
its General Partner
By: /s/ Dennis Gershenson
-------------------------------
Dennis Gershenson, Partner
CLINTON VALLEY STRIP
KMW STERLING DEVELOPMENT COMPANY,
a Michigan co-partnership
By: /s/ Dennis Gershenson
-------------------------------------
Dennis Gershenson, Partner
(signature pages continued)
18
KENTWOOD TOWNE CENTER
RAMCO KENTWOOD ASSOCIATES,
a Michigan co-partnership
By: /s/ Dennis Gershenson
----------------------------------
Dennis Gershenson, Partner
FERNDALE PLAZA
MICHIGAN SHOPPING CENTER VENTURE II
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: RAMCO L & W PARTNERS,
a Michigan co-partnership,
its general partner
By: RAMCO GP,
a Michigan co-partnership,
its partner
By: /s/ Dennis Gershenson
-------------------------------
Dennis Gershenson, Partner
(End of signature pages)
19
EXHIBIT A TO PLEDGE AGREEMENT
The number of OP Units issued under the Partnership Agreement owned by
each Ramco Principal, directly or indirectly through their general and/or
limited partnership interest in a Holder, on the date hereof and which are
subject to this Agreement:
Joel Gershenson 2
Dennis Gershenson 2
Richard Gershenson 2
Bruce Gershenson 2
Michael A. Ward 0
Michael A. Ward, Trustee U/T/A
dated 2/22/77, as amended 2
West Oaks Development Company 71,392
Ramco Jackson Associates Limited Partnership 10
Tel-Twelve Mall Associates Limited Partnership 368,154
Sterling Mall Associates Limited Partnership 9,316
Ramco Oak Brook Square Associates Limited Partnership 739
Ramco Fraser Development Company 74,972
Ramco Lansing Associates 62,295
Ramco Lewis Alexis Associates 10,914
Ramco South Naples Development 69,565
Ramco Spring Meadows Associates 3,325
Ramco Singer Associates Limited Partnership 60,548
West Allis Shopping Center Associates 89,735
Ramco Novi Development Associates Limited Partnership 110,414
KMW Sterling Development Company 64,575
Ramco Kentwood Associates 1,871
Michigan Shopping Center Venture II Limited Partnership 0
=======
Total 997,835
20
EXHIBIT B TO PLEDGE AGREEMENT
The number of Shares of beneficial interests of the Trust owned by
each Ramco Principal on the date hereof:
Joel Gershenson 0
Dennis Gershenson 0
Richard Gershenson 0
Bruce Gershenson 0
Michael A. Ward 0
Michael A. Ward, Trustee U/T/A
dated 2/22/77, as amended 0
21
EXHIBIT C TO PLEDGE AGREEMENT
Limited Partnership Interests in the Holders owned by each of the
Ramco Principals on the date hereof:
Percentage
Tel Twelve Mall Associates Limited Partnership 51.21
Ramco Fraser Development Company N/A - general
partnership
Ramco South Naples Development N/A - general
partnership
Ramco Singer Associates Limited Partnership 0
West Allis Shopping Center Associates N/A - general
partnership
KMW Sterling Development Company N/A - general
partnership
Ramco Kentwood Associates N/A general partnership
Ramco Oak Brook Square Associates Limited Partnership 96.04
Sterling Mall Associates Limited Partnership 0
West Oaks Development Company N/A - general
partnership
Ramco Novi Development Associates Limited Partnership 0
Ramco Spring Meadows Associates N/A - general
partnership
Ramco Jackson Associates Limited Partnership 100
Ramco Lansing Associates N/A - general
partnership
Ramco Lewis Alexis Associates N/A - general
partnership
Michigan Shopping Center Venture II Limited 0
Partnership
Each Ramco Principal owns 20% of the interests held by the Ramco Principals in
the aggregate.
22
EXHIBIT D TO PLEDGE AGREEMENT
Percentage of Partnership Interests in the General Partners of the
Holders that are Limited Partnerships owned by each of the Ramco Principals on
the date hereof, and Percentage of Partnership Interests in the General
Partnerships which are Holders owned by each of the Ramco Principals on the date
hereof:
PERCENTAGE OF
GENERAL PARTNER
OWNED BY RAMCO PERCENTAGE OF
PRINCIPALS, GENERAL PARTNERSHIP
RELATING TO HOLDERS INTERESTS OWNED BY
WHICH ARE LIMITED RAMCO PRINCIPALS
PARTNERSHIPS WITH A RELATING TO HOLDERS
PARTNERSHIP AS WHICH ARE GENERAL
PARTNERSHIP NAME A GENERAL PARTNER PARTNERSHIPS
---------------- -------------------- --------------------
Tel Twelve Mall Associates Limited Partnership 100(1)
Ramco Fraser Development Company 100
Ramco South Naples Development 100
Ramco Singer Associates Limited Partnership 83.33(2)
West Allis Shopping Center Associates 50
KMW Sterling Development Company 50
Ramco Kentwood Associates 100
Ramco Oak Brook Square Associates Limited Partnership (corporate general)
Sterling Mall Associates Limited Partnership 100(3)
West Oaks Development Company 83.33
Ramco Novi Development Associates Limited Partnership 100(4)
Ramco Spring Meadows Associates 15
Ramco Jackson Associates Limited Partnership Corporate general
Ramco Lansing Associates 100
Ramco Lewis Alexis Associates 100
Michigan Shopping Center Venture II Limited Partnership 68.58(5)
Each Ramco Principal owns 20% of the interests held by the Ramco Principals in
the aggregate.
- -------------------
1. The name of the General Partner is R.G. Tel-Twelve Co., a Michigan general
partnership, and the specified interest therein is subject to a pledge under
this Pledge Agreement.
2. The name of the General Partner owned by the Ramco Principals is Ramco Troy
Associates, a Michigan co-partnership, and the specified interest therein is
subject to a pledge under this Pledge Agreement.
3. The name of the General Partner is Ramco Consumers Mall Associates Limited
Partnership, a Michigan limited partnership, and the specified interest therein
is subject to a pledge under this Pledge Agreement.
4. The name of the General Partner is Ramco Novi Development Company, a
Michigan co-partnership, and the specified interest therein is subject to a
pledge under this Pledge Agreement.
5. The name of the General Partner owned by the Ramco Principals is Ramco GP,
a Michigan co-partnership, and the specified interest therein is subject to a
pledge under this Pledge Agreement.
23
EXHIBIT E TO PLEDGE AGREEMENT
Shares of stock in the general partnerships of Holder, which general
partners are corporations, owned by the Ramco Principals on the date hereof:
Ramco Jackson, Inc. 100%
Ramco Oak Brook Square, Inc. 100%
24
EXHIBIT F TO PLEDGE AGREEMENT
NUMBER OF OP UNITS OWNED BY HOLDERS
AND APPLICABLE PERCENTAGE OWNERSHIP OF RAMCO PRINCIPALS
APPLICABLE
NUMBER OF OP UNITS PERCENTAGE
OWNED ON DATE OWNERSHIP OF RAMCO
HEREOF PRINCIPALS
-------------------- -----------------
Tel Twelve Mall Associates Limited Partnership 674,399 54.59
Ramco Fraser Development Company 74,972 100
Ramco South Naples Development 69,565 100
Ramco Singer Associates Limited Partnership 96,876 62.50
West Allis Shopping Center Associates 179,469 50
KMW Sterling Development Co. 129,150 50
Ramco Kentwood Associates 1,871 100
Ramco Oak Brook Square Associates Limited 754 98
Partnership
Sterling Mall Associates Limited Partnership 93,158 10
West Oaks Development Company 85,674 83.33
Ramco Novi Development Associates Limited 220,828 50
Partnership
Ramco Spring Meadows Associates 21,772 15.27
Ramco Jackson Associates Limited Partnership 10 100
Ramco Lansing Associates 62,295 100
Ramco Lewis Alexis Associates 10,914 100
Michigan Shopping Center Venture II Limited 30,998 0
Partnership =========
Total 1,752,705
Principal address of all Holders is 27600 Northwestern Highway, Suite 200,
Southfield, Michigan 48034.
25
EXHIBIT G TO PLEDGE AGREEMENT
NUMBER OF OP UNITS OWNED BY HOLDERS
AND APPLICABLE PERCENTAGE OWNERSHIP OF RAMCO PRINCIPALS
(WHICH OP UNITS ARE CONCURRENTLY HEREWITH BEING (OR PRIOR
HERETO ARE) PLEDGED TO A FINANCIAL INSTITUTION TO SECURE
CERTAIN RECOURSE INDEBTEDNESS OF THE RAMCO PRINCIPALS)
APPLICABLE
NUMBER OF OP UNITS PERCENTAGE
OWNED ON DATE OWNERSHIP OF RAMCO
HEREOF PRINCIPALS
------------------ -----------------
Ramco Lapeer Associates Limited Partnership 74,981 100
Roseville Plaza Limited Partnership 251,764 50
Southfield Plaza Limited Partnership 117,836 50
Ford Sheldon Plaza Company 65,465 51
W&G Realty Company 25,668 50
=======
Total 535,714