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EXHIBIT 10.25
Loan No: 157774
NOTE
$4,346,778.76
May 1, 1996
FOR VALUE RECEIVED, the undersigned, RAMCO-GERSHENSON
PROPERTIES, L.P., A DELAWARE LIMITED PARTNERSHIP ("Maker"), whose address is
27600 NORTHWESTERN HIGHWAY, SUITE 200, SOUTHFIELD, MICHIGAN 48034, promises to
pay to the order of THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana
corporation ("Holder"), the principal sum of FOUR MILLION THREE HUNDRED
FORTY-SIX THOUSAND SEVEN HUNDRED SEVENTY- EIGHT DOLLARS AND SEVENTY-SIX CENTS
($4,346,778.76), with interest from date as hereinafter provided, both
principal and interest payable c/o Lincoln National Investment Management
Company, 200 East Berry Street, P.O. Box 2390, Fort Wayne, Indiana 46802,
Attention Loan Servicing, Financial Services, or at such other place as the
Holder of this Note may designate from time to time.
As used in this Note, the term "Maker" shall include the
successors and assigns of the person or entity executing this Note, and the
term "Holder" AND/OR "LENDER" shall include the successors and assigns of The
Lincoln National Life Insurance Company.
All payments, both of interest and principal, shall be paid
in lawful money of the United States.
Until directed otherwise in writing by the Holder, all
payments under this Note shall be made by Electronic Fund Transfer debit
entries to the Maker's account at an Automated Clearing House ("ACH") member
bank. Each payment shall be initiated by the Holder (or, at Holder's option,
by its loan servicing agent AT NO COST TO BORROWER) through the ACH Network for
settlement on the respective due dates. Prior to each payment due date, the
Maker shall deposit and/or maintain sufficient funds in its account to cover
each debit entry. Notwithstanding the foregoing, the failure, for whatever
reason, of the Electronic Funds Transfer debit entry transaction to be timely
completed shall not relieve the Maker from its obligations to promptly and
timely make all payments called for under this Note when due and to comply with
Maker's other obligations hereunder.
This obligation shall bear interest from the date hereof at
the rate of SEVEN AND 77/100 percent (7.77%) per annum based on a 360-day year
(the "Interest Rate") until maturity. PAYMENTS OF interest from the date
hereof through the next occurring TENTH (10TH) day of the month IN THE AMOUNT
OF TWENTY-EIGHT THOUSAND ONE HUNDRED FORTY-FIVE DOLLARS AND THIRTY-NINE CENTS
($28,145.39) EACH SHALL BECOME DUE COMMENCING ON JUNE 10, 1996 AND CONTINUING
ON THE TENTH (10TH) DAY OF EACH SUCCESSIVE MONTH THEREAFTER THROUGH DECEMBER
10, 1996. COMMENCING ON JANUARY 10, 1997, monthly installments of Thirty-Two
Thousand Eight Hundred Eighty-Nine DOLLARS AND FIFTY-SEVEN CENTS ($32,889.57)
each shall become due and a like sum on the TENTH (10TH) day of each
consecutive month thereafter (provided, however, in the event the TENTH (10TH)
day of the month is a Saturday, a Sunday, or a legal holiday, payment shall be
due on the immediately preceding business day). On JANUARY 10, 2006 (the
"Original Maturity Date"), the entire principal balance and accrued interest
then owing shall become immediately due and payable; it is acknowledged by
Maker, however, that the foregoing payment will not fully amortize the entire
principal sum payable hereunder and that, accordingly, the payment due on
JANUARY 10, 2006, will be a "balloon" payment which is substantially larger in
amount than those preceding the same. Each monthly payment shall be credited
first toward sums other than interest and principal due Holder under this Note,
the Mortgage, or the Collateral Loan Documents (as hereinafter defined), then
toward all interest then due, and then, subject to any provisions hereof
prohibiting, restricting or conditioning prepayment of principal, any amounts
remaining shall be credited to reduce the amount of the principal then
outstanding.
This Note is secured by a Mortgage and Security Agreement (the
"Mortgage") of even date herewith, in favor of Holder, encumbering, among other
things, certain real estate and other property more particularly described in
Exhibit A attached thereto and made a part thereof (the "Premises"). This Note
shall be governed by and construed in accordance with the laws of MICHIGAN.
At the option of the Holder of this Note, the entire principal
balance and accrued interest owing hereon shall at once become due and payable
without notice or demand upon the occurrence at any time of any of the
following events (hereinafter sometimes referred to as a "Default") AND
CONTINUANCE OF SUCH DEFAULT BEYOND ANY PERIOD DURING WHICH CURE IS EXPRESSLY
PERMITTED IN THIS NOTE, THE MORTGAGE OR THE COLLATERAL LOAN DOCUMENTS (AS
HEREINAFTER DEFINED):
1. Default in the payment of any installment of
principal or interest due hereunder on the date such payment shall be due and
payable under the terms of this Note or the failure to pay any other sum of
money due under this Note (time is of the essence of this Note), the Mortgage,
or any other agreement or instrument securing or pertaining to this Note or the
indebtedness evidenced hereby, including but not limited to that certain Loan
Agreement of even date herewith by and between Maker and Holder and the
Commitment and the Environmental Indemnity Agreements (as defined in the Loan
Agreement) (such other agreements and instruments being collectively referred
to herein as the "Collateral Loan Documents"), on the date such sum of money is
due and payable; or
2. The occurrence of any Default, other than a Default
under Section 1 above, under this Note, the Mortgage, or any of the Collateral
Loan Documents; or
3. The filing by or against the Maker of this Note, or
any guarantor or surety of the payment of the indebtedness evidenced by this
Note, of a proceeding in bankruptcy or arrangement or reorganization pursuant
to the Federal Bankruptcy Code or any similar law, federal or state, including
but not limited to:
(a) Maker or any guarantor or surety shall file a
voluntary petition in bankruptcy or shall be adjudicated a bankrupt or
insolvent, or shall file any petition or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief for itself under any present or future federal,
state or other statute, law or regulation relating to bankruptcy, insolvency or
other relief for debtors, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of Maker or any such
guarantor or surety of all or any part of the Premises or of all or any of the
royalties, revenues, rents, issues or profits thereof, or shall make any
general assignment for the benefit of creditors, or shall admit in writing its
inability to pay or shall fail to pay its debts generally as they become due;
or
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(b) A court of competent jurisdiction shall enter
an order, judgment or decree approving a petition filed against Maker or any
guarantor or surety seeking any reorganization, dissolution or similar relief
under any present or future federal, state or other statute, law or regulation
relating to bankruptcy, insolvency or other relief for debtors, or Maker or any
guarantor or surety shall be the subject of an order for relief entered by such
a court, and such order, judgment or decree shall remain unvacated or unstayed
for an aggregate of sixty (60) days (whether or not consecutive) from the first
date of entry thereof, or any trustee, receiver, custodian or liquidator of
Maker or any guarantor or surety or of all or any part of the Premises or of
any or all of the royalties, revenues, rents, issues or profits thereof shall
be appointed without the consent or acquiescence of Maker or any such guarantor
or surety and such appointment shall remain unvacated and unstayed for an
aggregate of sixty (60) days (whether or not consecutive).
All installments of interest and the principal, or any portion
thereof, not paid when due, if permitted by applicable law, shall bear interest
at a rate equal to the lesser of four percent (4%) in excess of the Interest
Rate or the Highest Lawful Rate (as hereinafter defined) (the "Default Rate").
During the existence of any Default hereunder, under the Mortgage or under the
Collateral Loan Documents, the entire unpaid balance hereunder shall, at the
option of the Holder hereof, bear interest at the Default Rate.
Except as may otherwise be expressly set forth herein, Maker
and all other parties now or hereafter liable for payment hereof, whether as
guarantor, surety or otherwise, severally waive demand, presentment, notice of
dishonor, notice of Default, notice of intent to accelerate, diligence in
collecting, grace, notice and protest, and consent to all extensions which from
time to time may be granted by the Holder hereof and to all partial payments
hereon, whether before or after maturity.
Without prejudice to any other provision herein, if permitted
by applicable law the Holder hereof may collect a late charge equal to four
percent (4%) of any installment to be paid under the terms of this Note and of
any payment to be made under the Mortgage or any of the Collateral Loan
Documents securing same if said installment or payment is not paid when due, to
cover the extra expense in handling delinquent payments; provided that such
late charge shall not, itself or together with other interest to be paid on the
indebtedness evidenced by this Note or indebtedness arising under the Mortgage
or under the Collateral Loan Documents, exceed the Highest Lawful Rate. Late
charges shall not be payable on installments or payments which would have
fallen due after acceleration upon Default, unless the Holder hereof later
waives such acceleration and accepts payment of all principal then due with
accrued interest at the Default Rate. Said fee or late charge shall be added
to and become a part of the next succeeding monthly payment as required
hereunder, or, at Holder's option, may be deducted from that portion of the
installment applicable to the reserve for future tax and insurance payments, if
such a reserve is maintained, or become part of the indebtedness evidenced by
this Note. SAID LATE CHARGE SHALL NOT APPLY TO THE PAYMENT DUE ON THE ORIGINAL
MATURITY DATE IF SUCH PAYMENT IS RECEIVED BY HOLDER NO LATER THAN JANUARY 17,
2006.
If this Note is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy, probate or other
court proceeding, or if this Note, the Mortgage, or any Collateral Loan
Document is otherwise placed in the hands of an attorney for collection or
enforcement, whether before or after maturity of this Note, or if Holder shall
be made a party to any litigation merely because of the existence of this Note,
the Mortgage, or any Collateral Loan Document, Maker agrees to pay all costs
incurred by Holder in connection with this Note, the Mortgage, or the
Collateral Loan Documents, including, but not limited to, reasonable attorneys'
fees, and all other costs and expenses associated with court and/or
administrative proceedings through the appellate level, costs of title search,
environmental assessments and studies, continuation of abstract(s) and
preparation of survey, and costs incurred by reason of any action, suit,
proceeding, hearing, motion or application before any court or administrative
body in which the Holder may be or become a party by reason of this Note, the
Mortgage, or any Collateral Loan Document, including but not limited to
condemnation, bankruptcy, and administrative proceedings, as well as any other
of the foregoing where a proof of claim is by law required to be filed, or in
which it becomes necessary to defend or uphold the terms of this Note, the
Mortgage, or any Collateral Loan Documents.
Regardless of any provision contained in this Note, the
Mortgage, or the Collateral Loan Documents, the Holder hereof shall never be
entitled to receive, collect or apply as interest on this Note, any amount in
excess of the Highest Lawful Rate (as hereinafter defined) and, in the event
the Holder hereof ever receives, collects or applies as interest any such
excess, such amount which would be excessive interest shall be deemed a partial
prepayment of principal and treated under this Note as such, AND SUCH
PREPAYMENT SHALL NOT BE SUBJECT TO ANY PREPAYMENT PREMIUM; and, if the
principal of this Note is paid in full, any remaining excess shall forthwith be
paid to Maker. In furtherance of the foregoing, Holder and Maker stipulate and
agree that none of the terms and provisions contained in this Note, the
Mortgage or any Collateral Loan Document shall ever be construed to create a
contract to pay interest at a rate in excess of the Highest Lawful Rate. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, Maker and the Holder hereof
shall, to the maximum extent permitted under applicable law, (i) characterize
any nonprincipal payment as an expense, fee or premium rather than as interest,
(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate and spread, in equal parts, the total amount of interest
throughout the entire contemplated term of this Note so that the interest rate
is uniform throughout the entire term thereof; provided that if this Note is
paid and performed in full prior to the end of the full contemplated term
thereof, and if the interest received would exceed the Highest Lawful Rate,
then Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by law for
contracting for, charging or receiving interest in excess of the Highest Lawful
Rate. "Highest Lawful Rate" shall mean the maximum rate of interest which
Holder hereof is allowed to contract for, charge, take, reserve or receive
under applicable law after taking into account, to the extent required by
applicable law, any and all relevant payments or charges under this Note. The
term "applicable law" as used herein shall mean the laws of MICHIGAN or the
laws of the United States, whichever laws allow the greater rate of interest,
as such laws now exist or may be changed or amended or come into effect in the
future.
No prepayments of the indebtedness hereunder shall be
permitted, this Note being closed to prepayment, EXCEPT AS EXPRESSLY SET FORTH
IN EXHIBIT A, ADDITIONAL PROVISIONS, SECTION A3.
Upon the occurrence of any Default under this Note, the
Mortgage, or the Collateral Loan Documents during any period when this Note is
closed to prepayment, and following the acceleration of maturity of the
indebtedness evidenced hereby as herein provided, if permitted by applicable
law, there shall be due and payable as a part of the indebtedness evidenced
hereby, an amount equal to the greater (all as calculated by the Holder) of (i)
the present value (discounted at the Treasury Rate, as hereinafter defined) of
the excess (if any) obtained by subtracting the effective annual compounded
yield (at the time of such acceleration) of United States Treasury Issues
(other than so-called "flower bonds") with maturity dates that match, as
closely as possible, the Original Maturity Date (the "Treasury Rate") from the
effective annual compounded yield of this Note, multiplied by the outstanding
principal balance (at the time of acceleration), multiplied by the number of
years (and any fraction thereof) remaining between the date of acceleration and
the Original Maturity Date; or (ii) five percent (5%) of the outstanding
principal balance (at the time of acceleration) of this Note. [Such amount
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will be computed as if the amount determined in accordance with the preceding
sentence were paid in equal monthly installments after the date of such
acceleration through the Original Maturity Date.]
If there be more than one Maker of this Note, the obligations
of each Maker hereunder shall be joint and several.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY
IRREVOCABLY SUBMITS TO PERSONAL JURISDICTION IN MICHIGAN AND OF THE UNITED
STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN FOR THE ENFORCEMENT
OF MAKER'S OBLIGATIONS HEREUNDER, UNDER THE MORTGAGE, AND THE COLLATERAL LOAN
DOCUMENTS (AS DEFINED IN THE MORTGAGE), AND WAIVES ANY AND ALL PERSONAL RIGHTS
UNDER THE LAW OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN MICHIGAN FOR
THE PURPOSES OF LITIGATION TO ENFORCE SUCH OBLIGATIONS. FURTHERMORE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS AND COMPLAINT OR OTHER PROCESS OF THE PAPERS ISSUED IN CONNECTION WITH
SUCH LITIGATION AND AGREES THAT SERVICE MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO THE MAKER AT THE ADDRESS SET FORTH HEREIN.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND
OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR
IN CONNECTION WITH THIS NOTE, THE MORTGAGE, ANY COLLATERAL LOAN DOCUMENT, OR
ANY OTHER MATTERS RELATED THERETO.
The terms, conditions and provisions of this Note are subject,
in all respects, to the additional provisions set forth on Exhibit A attached
hereto and incorporated herein by this reference.
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IN WITNESS WHEREOF, the undersigned have executed and
delivered under seal this Note as of the day and year first above written.
"MAKER"
RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By: Ramco-Gershenson Properties Trust,
a Massachusetts business trust
(formerly known as RPS Realty Trust)
General Partner
By: /s/ Dennis Gershenson
-----------------------------------------
Dennis Gershenson
President
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EXHIBIT A
ADDITIONAL PROVISIONS TO NOTE
Section A1. No Personal Liability for Debt. Notwithstanding any other
provision of this Note, the Mortgage, or the Collateral Loan Documents to the
contrary, except as provided in this Section A1, the execution of this Note
shall impose no personal liability on the Maker for payment of the indebtedness
evidenced hereby or secured by the Mortgage OR FOR THE OTHER TERMS OF THE
MORTGAGE AND THE COLLATERAL LOAN DOCUMENTS. Holder shall look only to the
Premises and to the rents, issues and profits thereof, and other collateral
identified in the Mortgage and the Collateral Loan Documents, and in the event
of a Default hereunder will not seek any deficiency or personal judgment
against Maker except such judgment or decree as may be necessary to foreclose
and bar Maker's interests in the Premises; provided, however, that nothing
herein stated shall:
(a) release, impair or otherwise affect this Note, the
Mortgage, or any of the Collateral Loan Documents; nor
(b) impair or otherwise affect the validity or the lien
of this Note, the Mortgage, or any of the Collateral Loan
Documents; nor
(c) impair the right of Holder to accelerate the maturity
of this Note (or to avail itself of any of its other rights
and remedies) upon the occurrence of a Default; nor
(d) relieve the Maker from personal liability for, nor
impair the right of the Holder to proceed against or recover
from the Maker for any or all of the following:
(i) failure by Maker to return tenant security
deposits and prepaid rents to tenants of the
Premises as required by the terms of such
tenants' leases or rental agreements or by
Michigan law, or, in the event Holder takes
possession of the Premises upon Default
hereunder through foreclosure or prior to
foreclosure pursuant to the rights and
remedies set forth in the Mortgage, failure
by Maker to deliver to Holder all tenant
security deposits held pursuant to tenant
leases;
(ii) rents collected for more than one month in
advance;
(iii) failure by Maker upon Default to apply all
rents, issues and profits from the Premises
to the repayment of the indebtedness
evidenced hereby or secured by the Mortgage
or in accordance with Section 3.08 of the
Mortgage;
(iv) misappropriation or misapplication of
insurance or condemnation proceeds;
(v) fraud or material misrepresentation
perpetrated by Maker against Holder or any
holder of this Note;
(vi) waste with respect to the Premises (or any
part thereof), as determined in accordance
with Michigan law;
(vii) destruction of the Premises (or any part
thereof) by or from an uninsured or
underinsured casualty or event for which
Maker is required under the Mortgage or any
Collateral Loan Document to obtain insurance;
(viii) to the extent not escrowed in a manner
acceptable to Holder, or otherwise paid to or
collected by Lender, taxes levied on the
Premises, including ad valorem taxes and
special improvement assessments, and
insurance premiums for the Premises accruing
prior to the date Holder takes title to the
Premises by foreclosure or deed-in-lieu
thereof;
(ix) any and all costs, EXCEPTING THAT OF REMEDIAL
ACTION FOR WHICH THE MAKER HAD NO OBLIGATION
BY VIRTUE OF "GRANDFATHERED" STATUS, incurred
in order to bring the Premises into
compliance with the accessibility provisions
of the Fair Housing Act of 1988 and the
Americans with Disabilities Act of 1990 prior
to the date Lender takes title to the
Premises by foreclosure or deed-in-lieu
thereof;
(x) any expense, damage, loss or liability (1)
arising from or with respect to the breach of
the warranties contained in this Note, the
Mortgage, or the Collateral Loan Documents in
connection with environmental matters, or (2)
arising from or with respect to the indemnity
contained in the Environmental Indemnity
Agreements or with respect to any other
indemnification relating to environmental
matters;
(xi) seizure or forfeiture of the Premises, any
portion thereof, or Maker's interest therein,
pursuant to any federal, state, or local law;
(xii) any violation of the ERISA covenants
contained in Section 2.05(b) of the Mortgage.
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Furthermore, Maker shall remain personally liable for any costs
incurred by Holder in connection with the foregoing items,
including, but not limited to: (I) reasonable attorneys' fees,
(II) all costs and expenses associated with court and/or
administrative proceedings through the appellate level, (III)
costs of environmental assessments and studies, AND (IV) costs
incurred by reason of any action, suit, proceeding, hearing,
motion or application before any court or administrative body in
which the Holder may be or become a party by reason thereof,
including, but not limited to, (Y) condemnation, bankruptcy, and
administrative proceedings, as well as any other proceeding where
a proof of claim is by law required to be filed, or (Z) in which
it becomes necessary to defend or uphold the terms of this Note,
the Mortgage, or any Collateral Loan Documents, as they relate to
any of the foregoing items. HOLDER MAY RECOVER FROM MAKER ONLY
ONCE FOR ANY SINGLE LOSS, LIABILITY OR EXPENSE OCCASIONED BY ANY
OF THE EVENTS DESCRIBED IN CLAUSES (I) THROUGH (XII) ABOVE AND
SUCH RIGHT OF RECOVERY SHALL NOT CONVERT THE INDEBTEDNESS
EVIDENCED HEREBY TO A RECOURSE OBLIGATION.
Section A2. No Default if Malfunction. Holder shall not declare a Default if
Holder does not receive Maker's monthly principal and interest payment on the
date the same is due if the nonpayment is due EITHER to a malfunction in the
Electronic Fund Transfer ("EFT") system OR FAILURE BY HOLDER TO INITIATE SUCH
EFT. Notwithstanding the previous sentence the failure, for whatever reason,
of the EFT debit entry transaction to be timely completed shall not relieve
Maker from its obligation to make all payments when due under this Note or from
Maker's other obligations hereunder.
Section A3. Prepayment. Notwithstanding the prohibition of prepayment set
forth in this Note, the following shall apply:
Effective on FEBRUARY 10, 2001, the privilege is reserved to
make full prepayment of principal, interest and all other costs and expenses
payable under this Note, the Mortgage, and the Collateral Loan Documents,
between the FIFTH (5TH) AND FIFTEENTH (15TH) days of any month upon payment to
the Holder of a premium on the principal amount so prepaid, which prepayment
premium shall be equal to the greater (all as calculated by Holder) of:
(a) The present value (discounted at the Treasury Rate as
hereinafter defined) of the excess (if any) obtained by subtracting the
effective annual compounded yield (at the time of prepayment) of United
States Treasury Issues (other than so-called "flower bonds") with
maturity dates that match, as closely as possible, the Original
Maturity Date, plus fifty (50) basis points (the "Treasury Rate") from
the effective annual compounded yield of this Note, multiplied by the
outstanding principal balance (at the time of prepayment) of this Note,
multiplied by the number of years (and any fraction thereof) remaining
between the date of prepayment and the Original Maturity Date (such
amount shall be computed as if the amount determined in accordance with
the provisions of this subsection were paid in equal monthly
installments after the date of such prepayment through the Original
Maturity Date); or
(b) One percent (1%) of the outstanding principal balance (at the
time of prepayment) of this Note.
If the Maker so elects to make full prepayment of the indebtedness hereunder,
it shall give not less than sixty (60) days prior written notice to that effect
to the Holder by registered or certified mail, directed to this address: c/o
Lincoln National Investment Management Company, 200 East Berry Street, P.O. Box
2390, Fort Wayne, Indiana 46802, Attention: Loan Servicing, Financial
Services. The foregoing premium shall also apply in the event of any
acceleration by Lender of the indebtedness evidenced by this Note when
otherwise open to prepayment, as provided above.
Commencing on SEPTEMBER 10, 2005, and continuing through the
Original Maturity Date, prepayment may be made without prepayment premium.
Section A4. Reamortization. Upon (a) any prepayment of principal
permitted under Section B2 or B6 of the Mortgage; or (b) upon any application
of insurance proceeds OR eminent domain awards to repayment of principal as
provided in the Loan Agreement, Maker agrees to adjust the monthly payments due
hereunder at the Interest Rate based on THE MORTGAGE BALANCE EXISTING AFTER
PREPAYMENT, USING an amortization of TWENTY-FIVE (25) years minus the number of
years and/or portions of years that have elapsed under this Note AFTER JANUARY
1, 1997, BUT prior to such prepayment.
This Exhibit shall not be binding and shall have no force and effect,
unless executed by the Maker of this Note below.
"MAKER"
RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By: Ramco-Gershenson Properties Trust,
a Massachusetts business trust
(formerly known as RPS Realty Trust)
General Partner
By: /s/ Dennis Gershenson
---------------------------------------
Dennis Gershenson
President
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