1 EXHIBIT 10.1 PREFERRED UNITS AND STOCK PURCHASE AGREEMENT

1
EXHIBIT 10.1

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PREFERRED UNITS AND
STOCK PURCHASE AGREEMENT

by and among

RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, L.P.

RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUST

THE ADVANCING PARTY NAMED HEREIN

and

SPECIAL SITUATIONS ▇▇ ▇▇▇▇, INC.

dated as of

September 30, 1997

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TABLE OF CONTENTS

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ARTICLE 1

Definitions

Section 1.1 "Action" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 "Advancing Party" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 "Advancing Party Participation Schedule" . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 "Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 "Amended By-Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6 "Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7 "Amended Company Declaration" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8 "Amended Partnership Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.9 "Articles Supplementary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.10 "Atlantic Tax Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.11 "Beneficially Own" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.12 "Benefit Arrangements" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.13 "Board" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.14 "Blue Sky Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.15 "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.16 "Buyer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.17 "Buyer/Colorado Sharing Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.18 "Buyer/Kimco Share Purchase Agreement" . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.19 "Buyer Portion" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.20 "Buyer Reorganization" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.21 "Buyer Reorganization Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.22 "CERCLA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.23 "Claim" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.24 "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.25 "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.26 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.27 "Colorado Investor" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.28 "Colorado Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.29 "Commitment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.30 "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.31 "Company Declaration of Trust" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.32 "Company Common Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.33 "Company Environmental Reports" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.34 "Company Leases" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.35 "Company Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.36 "Company Plans" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.37 "Company Preferred Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.38 "Company Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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Section 1.39 "Company Proxy Statement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.40 "Company Registration Statement" . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.41 "Company Reports" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.42 "Company Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.43 "Company Units" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.44 "Consolidation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.45 "Controlled Group Liability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.46 "Convertible Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.47 "Debt Instruments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.48 "Declaration of Trust" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.49 "Development Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.50 "Development Budget and Schedule" . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.51 "DRA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.52 "Effective Date of the Reorganization" . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.53 "Election" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.54 "Employee Benefit Plans" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.55 "Employees" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.56 "Environmental Claim" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.57 "Environmental Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.58 "Environmental Permits" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.59 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.60 "Escrow Letter" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.61 "ERISA Affiliates" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.62 "Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.63 "Exchange Rights Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.64 "Executive Summaries of the Company Environmental Reports" . . . . . . . . . . . . . 6
Section 1.65 "Exercise Restriction" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.66 "Final Determination" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.67 "GAAP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.68 "Government Authority" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.69 "HSR Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.70 "Indemnified Party" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.71 "Initial Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.72 "Initial Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.73 "Insurance Policies" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.74 "IRS" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.75 "Kimco" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.76 "Kimco Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.79 "Knowledge" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.80 "Joinder Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.81 "Laws and Regulations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.82 "Liabilities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.83 "Liens" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.84 "Loss and Expenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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Section 1.85 "Maryland Trust" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.86 "Material Adverse Effect" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.87 "Material Company Leases" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.88 "Materials of Environmental Concern" . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.89 "MSAM" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.90 "NYSE Rule Approval" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.91 "Operating Leases" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.92 "Operating Partnership" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.93 "Operating Partnership Units" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.94 "Options" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.95 "Other Filings" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.96 "Partnership Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.97 "Pension Plans" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.98 "Per Share Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.99 "Per Unit Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.100 "Permitted Issuances" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.101 "Permitted Liens" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.102 "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.103 "Preemptive Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.104 "Preferred Units" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.105 "Projects" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.106 "Proxy Statement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.107 "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.108 "Purchase Price (Stock)" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.109 "Purchase Price (Units)" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.110 "Purchased Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.111 "Purchased Units" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.112 "Qualified Services" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.113 "Qualified Underwritten Offering" . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.114 "Rate Event" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.115 "Registration Rights Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.116 "Regulatory Filings" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.117 "REIT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.118 "Release" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.119 "Remaining Equity Commitment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.120 "Rent Roll" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.121 "Reorganization" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.122 "Reorganization Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.123 "Reorganization Documents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.124 "Reorganization Escrow" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.125 "Rights Exercise Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.126 "SEC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.127 "Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.128 "Securities Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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Section 1.129 "Shareholders Meeting" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.130 "Shell Site" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.131 "Stock Purchase" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.132 "Subsequent Funding Minimum" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.133 "Subsequent Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.134 "Subsequent Purchases" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.135 "Subsidiaries" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.136 "Tax" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.137 "Tax Case" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.138 "Tax Return" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.139 "Total Equity Commitment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.140 "Units Purchase" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.141 "Welfare Plans" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 2

Purchase and Sale of Shares; Closing

Section 2.1 "Purchase and Sale." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.2 "Consideration." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.3 "Initial Closing." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.4 "Subsequent Purchases and Sales." . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.5 "Additional Agreements and Closing Deliveries." . . . . . . . . . . . . . . . . . . . 15
Section 2.6 "Time and Place of Closing." . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.7 "Right to Assign." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.8 "Mandatory Equity Commitment Drawdown." . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 3

Representations and Warranties of the Company

Section 3.1 "Organization and Qualification, Subsidiaries." . . . . . . . . . . . . . . . . . . . 18
Section 3.2 "Authority Relative to Agreements; Board Approval." . . . . . . . . . . . . . . . . . 19
Section 3.3 "Capital Stock and Units." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.4 "No Conflicts; No Defaults, Required Filings and Consents." . . . . . . . . . . . . . 20
Section 3.5 "Atlantic Tax Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.6 "Atlantic Realty Trust." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.7 "SEC and Other Documents, Financial Statements; Undisclosed Liabilities." . . . . . . 22
Section 3.8 "Litigation, Compliance With Law." . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.9 "Absence of Certain Changes or Events." . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.10 "Tax Matters; REIT and Partnership Status." . . . . . . . . . . . . . . . . . . . . . 23
Section 3.11 "Compliance with Agreements." . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

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Section 3.12 "Financial Records; Company Declaration of Trust and By-laws;
Corporate Records." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.13 "Properties." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.14 "Environmental Matters." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 3.15 "Employees and Employee Benefit Plans." . . . . . . . . . . . . . . . . . . . . . . . 33
Section 3.16 "Labor Matters." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.17 "Affiliate Transactions." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.18 "Insurance." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.19 "Proxy Statement." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.20 "Maryland Takeover Law." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.21 "Vote Required." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.22 "Brokers or Finders." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.23 "Knowledge Defined." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.24 "Disclosure of Facts." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 3.25 "Construction of Material Adverse Effect." . . . . . . . . . . . . . . . . . . . . . 36
Section 3.26 "JCP Realty." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.27 "Formation of Maryland Trust." . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.28 "Business of Maryland Trust." . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 4

Representations and Warranties of Buyer and the Advancing Party

Section 4.1 "Organization." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.2 "Due Authorization." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.3 "Conflicting Agreements and Other Matters." . . . . . . . . . . . . . . . . . . . . . 38
Section 4.4 "Acquisition for Investment, Sophistication, Source of Funds." . . . . . . . . . . . 38
Section 4.5 "Proxy Statement." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.6 "Brokers or Finders." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.7 "Buyer Reorganization." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE 5

Covenants Relating to Closings

Section 5.1 "Taking of Necessary Action." . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.2 "Buyer/Colorado Sharing Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.3 "Registration Rights Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.4 "Reorganization Documents and Joinder Agreement." . . . . . . . . . . . . . . . . . . 41
Section 5.5 "Buyer Reorganization Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.6 "Company Preferred Stock." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.7 "Atlantic Tax Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 5.8 "Public Announcements; Confidentiality." . . . . . . . . . . . . . . . . . . . . . . 42
Section 5.9 "Conduct of the Business." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

PAGE
----

Section 5.10 "No Solicitation of Transactions." . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 5.11 "Information and Access." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 5.12 "Notification of Certain Matters." . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 6

Certain Additional Covenants

Section 6.1 "Resale." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.2 "Use of Funds." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.3 "REIT Status." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.4 "Amended Company Declaration." . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.5 "UBTI Covenant." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.6 "Guarantee." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.7 "Conversion, Redemption and Adjustments." . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.8 "Preemptive Rights." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.9 "Qualified Underwritten Offering." . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 6.10 "Amended Partnership Agreement (Consolidated and Conformed Text)" . . . . . . . . . . 48
Section 6.11 "Voting Amendments." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE 7

Conditions to Closings

Section 7.1 "Conditions of Purchase at Initial Closing." . . . . . . . . . . . . . . . . . . . . 48
Section 7.2 "Conditions of Purchase at All Closings." . . . . . . . . . . . . . . . . . . . . . . 50
Section 7.3 "Conditions of Sale." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE 8

Survival; Indemnification

Section 8.1 "Survival." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.2 "Indemnification by Buyer, the Advancing Party, Kimco or the Company." . . . . . . . 53
Section 8.3 "Third-Party Claims." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE 9

Termination

Section 9.1 "Termination." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.2 "Procedure and Effect of Termination." . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.3 "Expenses." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

PAGE
----

ARTICLE 10

Miscellaneous

Section 10.1 "Certain Matters as to the Advancing Party." . . . . . . . . . . . . . . . . . . . . 57
Section 10.2 "Counterparts." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.3 "Governing Law." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.4 "Entire Agreement." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.5 "Notices." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.6 "Successors and Assigns." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.7 "Headings." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 10.8 "Amendments and Waivers." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 10.9 "Interpretation; Absence of Presumption." . . . . . . . . . . . . . . . . . . . . . . 60
Section 10.10 "Severability." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 10.11 "Further Assurances." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 10.12 "Specific Performance." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 10.13 "Several Liability." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 10.14 "Schedules." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 10.15 "Attorney-in-Fact." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

vii

9
SCHEDULES

Schedule 1.101 Permitted Liens
Schedule 3.1(e)(i) Subsidiaries
Schedule 3.1(e)(ii) Company Common Stock Options, Warrants, Etc.
Schedule 3.3(a) Capital Stock
Schedule 3.3(b) Operating Partnership Unit Options, Warrants, Etc.
Schedule 3.4(d) Consents
Schedule 3.7(a) Company Registration Statements and Company Reports
Schedule 3.8(a) Pending Litigation
Schedule 3.8(b) Non-Compliance with Statutes, Rules and Regulations, Etc.
Schedule 3.9 Absence of Certain Changes or Events
Schedule 3.10(a) Tax Matters
Schedule 3.10(b)(i) Challenge to REIT Status
Schedule 3.10(b)(ii) Non-domestic Beneficial Owners of Common Stock
Schedule 3.10(b)(iii) Beneficial Ownership in excess of 9.8%
Schedule 3.11(c) Indebtedness; Joint Venture and Partnership Agreements
Schedule 3.11(d) Development, Construction, Management and Leasing Arrangements
Schedule 3.11(e) Other Material Agreements
Schedule 3.11(f) Conflict Policies & Agreements; Waivers
Schedule 3.12(b) Corporate Records
Schedule 3.13(a)(i) Company Properties
Schedule 3.13(a)(ii) Operating Leases
Schedule 3.13(b) Non-Compliance with Laws and Regulations
Schedule 3.13(c) Material Company Leases
Schedule 3.13(d) Rights of First Refusal
Schedule 3.13(e) Development Properties and Development Budget and Schedules
Schedule 3.13(f) Letters of Intent or Similar Understandings
Schedule 3.14(a)(i) Environmental Permits
Schedule 3.14(a)(ii) Environmental Assessment
Schedule 3.14(e) Environmental Concerns
Schedule 3.14(f) Environmental Reports
Schedule 3.15(a) Employment Agreements
Schedule 3.15(b) Employee Benefit Plans
Schedule 3.15(g) COBRA Participants
Schedule 3.16 Collective Bargaining; Labor Union Agreements
Schedule 3.17 Affiliate Transactions
Schedule 3.23 Individuals for Knowledge Test

viii

EXHIBITS

Exhibit A Form of Amended Company Declaration
Exhibit B Advancing Party Participation Schedule
Exhibit C Atlantic Tax Agreement
Exhibit D Buyer/Colorado Sharing Agreement
Exhibit E Buyer/Kimco Share Purchase Agreement
Exhibit F Exchange Rights Agreement
Exhibit G Joinder Agreement
Exhibit H Reorganization Documents
Exhibit I Registration Rights Agreement
Exhibit J Amendment No.3 to the Partnership Agreement
Exhibit K Amended Partnership Agreement (the consolidated and conformed text)
Exhibit L Buyer Reorganization Agreement
Exhibit M Company Board of Trustees Resolutions at Buyer Reorganization
Exhibit N Form of Rent Roll
Exhibit O Proxy Statement
Exhibit P Form of Amended By-Laws

THIS PREFERRED UNITS AND STOCK PURCHASE AGREEMENT (the "Agreement"), dated
as of September 30, 1997, is made by and among Ramco-▇▇▇▇▇▇▇▇▇▇ Properties,
L.P., a Delaware limited partnership (the "Operating Partnership"),
Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust, a Massachusetts business trust and the
general partner and owner of a majority of the interests in the Operating
Partnership (together with its successors, the "Company"), Stichting
Bedrijspensioenfonds Voor de Metaalnijverheid, Stichting Pensionfonds ABP, MS
Real Estate Special Situations Inc., The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Special
Situations Fund I, L.P. and The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Special Situations
Fund II, L.P. (each acting severally and not jointly the "Advancing Party"),
Special Situations ▇▇ ▇▇▇▇, Inc., a Maryland corporation and an affiliate of the
Advancing Party ("Buyer").

RECITALS:

WHEREAS, Buyer wishes to purchase from the Company, and the Company
wishes to sell or cause to be sold to Buyer, (x) up to an aggregate of 1,200,000
shares plus any additional shares to be purchased on behalf of Kimco as
described below of a newly authorized series of convertible preferred stock of
the Company (the "Company Preferred Stock"), having the terms set forth in the
Declaration of Trust and the Articles Supplementary of the successor to
Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust by way of the Reorganization (defined below),
substantially in the form attached as Exhibit A (the "Declaration of Trust" and
the "Articles Supplementary", respectively, and both of such items being
collectively referred to as the "Amended Company Declaration"), and, to the
extent that the Company is unable to issue such Company Preferred Stock, (y) up
to an aggregate of 1,200,000 preferred units plus any additional units to be
purchased on behalf of Kimco as described below of the Operating Partnership as
provided for in the Amended Partnership Agreement (as defined below) (the
"Preferred Units"), in each case at a price of $25.00 per share of Company
Preferred Stock or per Preferred Unit, as the case may be;

WHEREAS, pursuant to the Buyer/Kimco Share Purchase Agreement (defined
below) among Buyer, the Advancing Party and Kimco Realty Corporation, a
Maryland corporation ("Kimco"), (a) at the time of any Units Purchase Buyer
may, upon notice to Buyer to such effect from Kimco, increase the size of the
Units Purchase by the Kimco Percentage (defined below), and (b) at and after
the Reorganization, the Advancing Party as successor to Buyer may, upon notice
to the Advancing Party to such effect from Kimco, at the time of any Stock
Purchase, increase the size of the Stock Purchase in the amount of the Kimco
Percentage and cause shares of Company Preferred Stock issued as a result of
such increase to be registered in the name of Kimco;

WHEREAS, pursuant to the Buyer/Kimco Share Purchase Agreement, Kimco is
obliged to purchase up to $5,000,000 of shares in Buyer, the proceeds of
which shall be used by Buyer to purchase Preferred Units and/or Company
Preferred Stock on behalf of Kimco;

WHEREAS, Buyer, the Company, the Operating Partnership, the Advancing Party
and The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Special Situations Fund II, L.P.,
individually as well as by means of the Advancing Party, are entering into this
Agreement to provide for such purchase and sale and to establish various rights
and obligations in connection therewith; and

1
12

WHEREAS, the Advancing Party has agreed to advance to Buyer all funds for
any and all purchases of Company Preferred Stock or Preferred Units pursuant
hereto, and following the Buyer Reorganization, will succeed to all of the
Buyer's rights and obligations as provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

ARTICLE 1

Definitions

As used in this Agreement, the following terms shall have the following
respective meanings:

Section 1.1 "Action" shall mean any actual or threatened action, suit,
arbitration, inquiry, proceeding or investigation by or before any
Government Authority.

Section 1.2 "Advancing Party" shall have the meaning set forth in the
first paragraph hereof.

Section 1.3 "Advancing Party Participation Schedule" shall mean the
schedule attached to this Agreement as Exhibit B.

Section 1.4 "Affiliate" shall have the meaning ascribed thereto in Rule
12b-2 promulgated under the Exchange Act, and as in effect on the date hereof.

Section 1.5 "Amended By-Laws" shall have the meaning set forth in Section
7.1(d).

Section 1.6 "Agreement" shall have the meaning set forth in the first
paragraph hereof.

Section 1.7 "Amended Company Declaration" shall have the meaning set forth
in the second paragraph hereof.

Section 1.8 "Amended Partnership Agreement" shall have the meaning set
forth in Section 2.5(a).

Section 1.9 "Articles Supplementary" shall have the meaning set forth in
the second paragraph hereof.

Section 1.10 "Atlantic Tax Agreement" shall mean that certain Tax
Agreement, dated as of May 10, 1996, by and between Atlantic Realty Trust and
RPS Realty Trust attached hereto as Exhibit C.

Section 1.11 "Beneficially Own" shall mean, with respect to any security,
having direct or indirect (including through any subsidiary or affiliate)
"beneficial ownership" of such security, as determined pursuant to Rule 13d-3
under the Exchange Act, including pursuant to any agreement, arrangement or
understanding, whether or not in writing.

Section 1.12 "Benefit Arrangements" shall have the meaning set forth in
Section 3.15(h).

Section 1.13 "Board" shall mean the Board of Trustees of the Company and,
as the context may require, the Board of Trustees of the Maryland Trust as
successor to the Company as a result of the Reorganization.

Section 1.14 "Blue Sky Laws" shall have the meaning set forth in Section
3.4(e).

Section 1.15 "Business Day" shall mean any day other than a Saturday, a
Sunday or a bank holiday in New York, New York, or Detroit, Michigan.

Section 1.16 "Buyer" shall have the meaning set forth in the first paragraph
hereof. With respect to any Units Purchase, "Buyer" shall be deemed to include
the Colorado Investor, pursuant to the Buyer/Colorado Sharing Agreement. With
regard to any Stock Purchase, "Buyer" shall be deemed to include the Advancing
Party, pursuant to Sections 2.1(c) and 2.7 of this Agreement.

Section 1.17 "Buyer/Colorado Sharing Agreement" shall mean that certain
agreement substantially in the form attached as Exhibit D pursuant to which the
Colorado Investor agrees, among other things, to participate for its own
account in the purchase of the Colorado Percentage of any Units Purchase.

Section 1.18 "Buyer/Kimco Share Purchase Agreement" shall mean that certain
agreement substantially in the form attached as Exhibit E pursuant to which
Kimco agrees, among other things, (a) to purchase for its own account shares of
Buyer for cash consideration of an amount sufficient to permit Buyer to
purchase the Kimco Percentage of any Units Purchase, and (b) on and after the
Reorganization to notify the Advancing Party to provide notice to the Company
of Kimco's intended inclusion in any Stock Purchase.

Section 1.19 "Buyer Portion" shall have the meaning set forth in Section
8.2(b).

Section 1.20 "Buyer Reorganization" shall mean the merger of Buyer with and
into the Company immediately after the Reorganization is accomplished on the
Effective Date of the Reorganization, pursuant to the Buyer Reorganization
Agreement.

Section 1.21 "Buyer Reorganization Agreement" shall have the meaning set
forth in Section 2.5(a).

Section 1.22 "CERCLA" shall have the meaning set forth in Section 3.14(e).

Section 1.23 "Claim" shall have the meaning set forth in Section 3.14(g)(i).

Section 1.24 "Closing" shall mean the consummation of any Units Purchase or
Stock Purchase, and shall include the transactions resulting from the
Reorganization and the Buyer Reorganization pursuant to which Preferred Units
are exchanged for, and surrendered on receipt of certificates evidencing shares
of Company Preferred Stock as provided in this Agreement on or after the
Effective Date of the Reorganization.

Section 1.25 "Closing Date" shall mean, with respect to the consummation of
any Units Purchase or any Stock Purchase, three (3) Business Days after the
date on which the conditions set forth herein with respect thereto shall be
satisfied or duly waived, or if the Company and Buyer mutually agree on a
different date, the date upon which they have mutually agreed.

Section 1.26 "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor thereto, including all of the rules and regulations
promulgated thereunder.

Section 1.27 "Colorado Investor" shall mean The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate
Special Situations Fund II, L.P., a Delaware limited partnership.

Section 1.28 "Colorado Percentage" shall mean that portion of each Purchase
Price (Units) to be borne by the Colorado Investor and equal to 14.5% of such
Purchase Price (Units).

Section 1.29 "Commitment" shall have the meaning set forth in Section 3.9.

Section 1.30 "Company" shall have the meaning set forth in the first
paragraph hereof, and such term shall, on and after the Reorganization, include
The Maryland Trust as successor to the Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust, a
Massachusetts business trust, in the Reorganization.

Section 1.31 "Company Declaration of Trust" shall mean the Declaration of
Trust of the Company, as in effect on the date hereof.

Section 1.32 "Company Common Stock" shall mean the shares of beneficial
interest, par value $0.10 per share, of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust
("Trust Common Shares"), or any shares of beneficial interest of the class
issued to all holders of Trust Common Shares upon the Reorganization.

Section 1.33 "Company Environmental Reports" shall have the meaning set
forth in Section 3.14(f).

Section 1.34 "Company Leases" shall have the meaning set forth in Section
3.13(c).

Section 1.35 "Company Notice" shall have the meaning set forth in Section
6.8(b).

Section 1.36 "Company Plans" shall have the meaning set forth in Section
3.15(b).

Section 1.37 "Company Preferred Stock" shall have the meaning set forth in
the second paragraph hereof.

Section 1.38 "Company Properties" shall have the meaning set forth in
Section 3.13(a).

Section 1.39 "Company Proxy Statement" shall mean the proxy statement of
RPS Realty Trust, dated March 29, 1996, relating to the Consolidation.

Section 1.40 "Company Registration Statement" shall have the meaning set
forth in Section 3.7(a).

Section 1.41 "Company Reports" shall have the meaning set forth in Section
3.7(a).

Section 1.42 "Company Stock" shall mean Company Common Stock, Company
Preferred Stock and any other class of capital stock which has been duly
authorized under the Company Declaration of Trust or the Amended Company
Declaration and has been validly issued by the Company not in violation of any
provisions hereof or of the Amended Company Declaration.

Section 1.43 "Company Units" shall have the meaning set forth in Section
3.3(b).

Section 1.44 "Consolidation" shall mean the acquisition by RPS Realty Trust
of certain assets of Ramco-▇▇▇▇▇▇▇▇▇▇ Inc., the formation of the Operating
Partnership as of result of such acquisition, and the adoption by RPS Realty
Trust of the name Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust.

Section 1.45 "Controlled Group Liability" shall have the meaning set forth
in Section 3.15(h).

Section 1.46 "Convertible Securities" shall have the meaning set forth in
Section 6.8(b).

Section 1.47 "Debt Instruments" shall mean all notes, mortgages, deeds of
trust or similar instruments which evidence or secure any indebtedness owing to
the Company or any Subsidiary.

Section 1.48 "Declaration of Trust" shall have the meaning set forth in the
second paragraph hereof.

Section 1.49 "Development Properties" shall have the meaning set forth in
Section 3.13(e).

Section 1.50 "Development Budget and Schedule" shall have the meaning set
forth in Section 3.13(e).

Section 1.51 "DRA" shall mean DRA Advisors, Inc.

Section 1.52 "Effective Date of the Reorganization" shall mean the day on
which all conditions of the Reorganization have been satisfied, all appropriate
filings with Governmental

Authorities have been accomplished, and the Reorganization occurs as a matter
of record with the State Department of Assessments and Taxation of the State of
Maryland.

Section 1.53 "Election" shall have the meaning set forth in Section 3.10(b).

Section 1.54 "Employee Benefit Plans" shall have the meaning set forth in
Section 3.15(h).

Section 1.55 "Employees" shall have the meaning set forth in Section
3.15(h).

Section 1.56 "Environmental Claim" shall have the meaning set forth in
Section 3.14(g)(ii).

Section 1.57 "Environmental Laws" shall have the meaning set forth in
Section 3.14(g)(iii).

Section 1.58 "Environmental Permits" shall have the meaning set forth in
Section 3.14(a).

Section 1.59 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and any successor thereto.

Section 1.60 "Escrow Letter" shall have the meaning set forth in Section
5.4.

Section 1.61 "ERISA Affiliates" shall mean, with respect to any entity,
trade or business, any other entity, trade or business that is a member at
any relevant time of a group described in Section 414(b), (c), (m) or (o) of
the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or
business, or that is a member of the same "controlled group" as the first
entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

Section 1.62 "Exchange Act" shall have the meaning set forth in Section
3.4(e).

Section 1.63 "Exchange Rights Agreement" shall mean the Exchange Rights
Agreement by and among the Company and the limited partners of the Operating
Partnership, dated as of May 10, 1996, and attached hereto as Exhibit F.

Section 1.64 "Executive Summaries of the Company Environmental Reports"
shall have the meaning set forth in Section 3.14(f).

Section 1.65 "Exercise Restriction" shall have the meaning set forth in
Section 6.8(d).

Section 1.66 "Final Determination" shall mean (a) a decision, judgement,
decree, or other order by any court of competent jurisdiction, which has become
final and is either no longer subject to appeal or for which a determination
not to appeal has been made and approved by the Company, as the successor to
RPS Realty Trust which was a party to the Tax Agreement; (b) a closing
agreement made with any Governmental Authority having jurisdiction over the

assessment, determination, collection or other imposition of tax and approved
by the Company, as successor to RPS Realty Trust; or (c) any agreement with or
statement by the IRS that the Company's status as a REIT will not be challenged
for the year ended December 31, 1995.

Section 1.67 "GAAP" shall have the meaning set forth in Section 3.7(b).

Section 1.68 "Government Authority" shall mean any government or state (or
any subdivision thereof) of or in the United States, or any agency, authority,
bureau, commission, department or similar body or instrumentality thereof, or
any governmental court or tribunal.

Section 1.69 "HSR Act" shall have the meaning set forth in Section 3.4(e).

Section 1.70 "Indemnified Party" shall mean Buyer, Advancing Party and
Kimco, on the one hand, or the Company, on the other hand, as the context may
require.

Section 1.71 "Initial Closing" shall mean the first Closing as set forth in
Section 2.3.

Section 1.72 "Initial Purchase Price" shall mean the Purchase Price to be
paid at the Initial Closing.

Section 1.73 "Insurance Policies" shall have the meaning set forth in
Section 3.18.

Section 1.74 "IRS" shall mean the Internal Revenue Service.

Section 1.75 "Kimco" shall have the meaning set forth in the third paragraph
hereof.

Section 1.76 "Kimco Percentage" shall mean 16.667%.

Section 1.77 "Kimco Purchased Shares" shall have the meaning set forth in
Section 2.1(b).

Section 1.78 "Kimco Purchased Units" shall have the meaning set forth in
Section 2.1(a).

Section 1.79 "Knowledge" shall have the meaning set forth in Section 3.23.

Section 1.80 "Joinder Agreement" shall mean that certain Joinder Agreement
of even date herewith, substantially in the form of Exhibit G, pursuant to
which the Maryland Trust joins, inter alia, in this Agreement.

Section 1.81 "Laws and Regulations" shall have the meaning set forth in
Section 3.13(b).

Section 1.82 "Liabilities" shall mean, as to any person, all debts, adverse
claims, liabilities and obligations, direct, indirect, absolute or contingent
of such person, whether accrued, vested or otherwise, whether in contract,
tort, strict liability or otherwise and whether

or not actually reflected, or required by GAAP to be reflected, in such
person's or entity's balance sheets or other books and records, including (i)
obligations arising from non-compliance with any law, rule or regulation of any
Government Authority or imposed by any court or any arbitrator of any kind,
(ii) all indebtedness or liability of such person for borrowed money, or for
the purchase price of property or services (including trade obligations), (iii)
all obligations of such person as lessee under leases, capital or other, (iv)
liabilities of such person in respect of plans covered by Title IV of ERISA, or
otherwise arising in respect of plans for employees or former employees or
their respective families or beneficiaries, (v) reimbursement obligations of
such person in respect of letters of credit, (vi) all obligations of such
person arising under acceptance facilities, (vii) all liabilities of other
persons or entities, directly or indirectly, guaranteed, endorsed (other than
for collection or deposit in the ordinary course of business) or discounted
with recourse by such person or with respect to which the person in question is
otherwise directly or indirectly liable, (viii) all obligations secured by any
Lien on property of such person, whether or not the obligations have been
assumed, and (ix) all other items which have been, or in accordance with GAAP
would be, included in determining total liabilities on the liability side of
the balance sheet.

Section 1.83 "Liens" shall mean all liens, mortgages, deeds of trust, deeds
to secure debt, security interests, pledges, claims, charges, easements and
other encumbrances of any nature whatsoever.

Section 1.84 "Loss and Expenses" shall have the meaning set forth in Section
8.2(a).

Section 1.85 "Maryland Trust" shall mean RGPT Trust, a Maryland real estate
investment trust.

Section 1.86 "Material Adverse Effect" shall mean a material adverse effect,
or more than one effect if more than one shall be in existence at the same time
or times, on the financial condition, results of operations or business of the
Company and its Subsidiaries (to the extent of the Company's interests therein)
taken as a whole, but shall exclude any Rate Event. For the purposes hereof an
effect shall be material if (a) the aggregate dollar amount of any loss or
Liability (to the extent not paid or fully covered by insurance and for which
the insurer has accepted liability in writing) of, or, diminution in value or
other cost or expense to the Company, is in excess of $5,000,000; (b) a dollar
amount of revenue lost, not received, or reduced, or any charge to earnings, is
in excess of $575,000, or, in the event that the threshold established in both
clause (a) and (b) are met, then both.

Section 1.87 "Material Company Leases" shall have the meaning set forth in
Section 3.13(c).

Section 1.88 "Materials of Environmental Concern" shall have the meaning set
forth in Section 3.14(g)(iv).

Section 1.89 "MSAM" shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Inc.

Section 1.90 "NYSE Rule Approval" shall mean confirmation from New York
Stock Exchange, Inc., in form and substance reasonably satisfactory to Buyer,
the Advancing Party and Kimco, that Rule 312.03(b) is not applicable
with respect to the conversion of the Preferred Units and does not require
shareholder approval in order for the Buyer to make additional purchases of
Preferred Units (or to convert Preferred Units into Company Common Stock) after
it has converted Preferred Units into shares of Company Common Stock
representing 5% or more of all outstanding shares of Company Common Stock.

Section 1.91 "Operating Leases" shall have the meaning set forth in Section
3.13(a).

Section 1.92 "Operating Partnership" shall mean Ramco-▇▇▇▇▇▇▇▇▇▇ Properties,
L.P., a Delaware limited partnership, or any successor thereto.

Section 1.93 "Operating Partnership Units" shall mean any class of limited
partnership units representing shares of limited partnership interests in
the Operating Partnership.

Section 1.94 "Options" shall have the meaning set forth in Section 6.8(b).

Section 1.95 "Other Filings" shall have the meaning set forth in Section
5.1(b).

Section 1.96 "Partnership Agreement" shall mean that certain Amended and
Restated Agreement of Limited Partnership of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties, L.P.,
dated as of May 10, 1996, as amended.

Section 1.97 "Pension Plans" shall have the meaning set forth in Section
3.15(h).

Section 1.98 "Per Share Purchase Price" shall mean with respect to the
Company Preferred Stock, the price of $25.00 per share for the Company Preferred
Stock, and with respect to Company Stock as to which Buyer has made an election
to purchase pursuant to Preemptive Rights, the price per share of such Company
Stock received by the Company in any offering or sale as to which Preemptive
Rights apply, after costs of issue and discounts to placement agents and
underwriters. In lieu of the Per Share Purchase Price, at the Closing
pursuant to the Buyer Reorganization Agreement, Advancing Party shall cause
Buyer to surrender Preferred Units in consideration for shares of Company
Preferred Stock as provided in the Buyer Reorganization Agreement.

Section 1.99 "Per Unit Purchase Price" shall mean the price of $25.00 per
unit for the Preferred Units.

Section 1.100 "Permitted Issuances" shall mean (i) issuances of Operating
Partnership Units in consideration for the acquisition of assets by the
Operating Partnership in bona fide arm's length transactions and subject to
the limitations set forth in the Amended Partnership Agreement, (ii) grants
of Company Common Stock or options or rights to purchase Company Common Stock to
officers, employees or Trustees of the Company under the 1996 Stock Option Plan
and the 1997 Non-Employee Trustee Stock Option Plan, (iii) issuances of Company
Common Stock pursuant to any dividend reinvestment plan maintained by the
Company, or (iv)

issuances of Company Common Stock in connection with the redemption of
Operating Partnership Units or pursuant to the Exchange Rights Agreement.

Section 1.101 "Permitted Liens" shall mean (i) Liens (other than liens

imposed under ERISA or any Environmental Law or in connection with any
Environmental Claim) for taxes or other assessments or charges of Governmental
Authorities that are not yet delinquent or that are being contested in good
faith by appropriate proceedings, in each case, with respect to which adequate
reserves or other appropriate provisions are being maintained by the Company or
its Subsidiaries to the extent required by GAAP, (ii) statutory liens of
landlords, carriers, warehousemen, mechanics, materialmen and other Liens (other
than Liens imposed under ERISA or any Environmental Law or in connection with
any Environmental Claim) imposed by law and created in the ordinary course of
business for amounts not yet overdue or which are being contested in good faith
by appropriate proceedings, in each case, with respect to which adequate
reserves or other appropriate provisions are being maintained by the Company or
its Subsidiaries to the extent required by GAAP and which do not exceed $500,000
in the aggregate, (iii) the Company Leases, (iv) easements, rights-of-way,
covenants and restrictions which are customary and typical for retail properties
similar to the Company Properties and which do not (x) interfere materially with
the ordinary conduct of any Company Property or the business of the Company and
its Subsidiaries as a whole or (y) detract materially from the value or
usefulness of the Company Property to which they apply, (v) the Liens which were
granted by the Company or any of its Subsidiaries to lenders pursuant to credit
agreements in existence on the date hereof which are described in Schedule
3.11(c), (vi) the other Liens, if any, described in Schedule 1.101, and (vii)
such imperfections of title and encumbrances, if any, as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.

Section 1.102 "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, trust, unincorporated
organization, other form of business or legal entity or Government Authority.

Section 1.103 "Preemptive Rights" shall mean the rights of Buyer and the
Advancing Party set forth in Section 6.8 hereof.

Section 1.104 "Preferred Units" shall have the meaning set forth in the
second paragraph hereof.

Section 1.105 "Projects" shall have the meaning set forth in Section
3.13(e).

Section 1.106 "Proxy Statement" shall have the meaning set forth in Section
5.1(b).

Section 1.107 "Purchase Price" shall mean either a Purchase Price (Stock)
or a Purchase Price (Units).

Section 1.108 "Purchase Price (Stock)" shall mean the Per Share Purchase
Price multiplied by the number of shares of Company Preferred Stock to be
purchased by the Advancing Party and sold at a particular Closing (other than
the Closing pursuant to the Reorganization Documents and the Buyer
Reorganization Agreement).

Section 1.109 "Purchase Price (Units)" shall mean the Per Unit Purchase
Price multiplied by the number of units of Preferred Units to be purchased
by Buyer and the Colorado Investor and sold at a particular Closing (other
than the Closing pursuant to the Reorganization Documents and the Buyer
Reorganization Agreement).

Section 1.110 "Purchased Shares" shall have the meaning set forth in
Section 2.1(b).

Section 1.111 "Purchased Units" shall have the meaning set forth in Section
2.1(a).

Section 1.112 "Qualified Services" shall have the meaning set forth in
Section 3.10(g).

Section 1.113 "Qualified Underwritten Offering" shall mean any
underwritten, widely distributed offering of Company Common Stock, the gross
proceeds of which are not less than $40,300,000. For these purposes, unless
otherwise agreed by Buyer, widely distributed shall mean that (i) a minimum of
30% of the offering is purchased by retail individual brokerage customers who
are brought into the transaction by the underwriting syndicate or by dealers
participating in the offering which have purchased from members of the
underwriting syndicate and (ii) a minimum of eight institutions purchase Company
Common Stock in the offering.

Section 1.114 "Rate Event" shall mean any event set forth in the Amended
Partnership Agreement or in Article 3(b)(3) of the Articles Supplementary as a
result of which there is required to occur an adjustment to the Preferred Return
or the rate of the dividends payable with respect to shares of Company Preferred
Stock, as set forth in the Amended Partnership Agreement or the Amended Company
Declaration, as the case may be.

Section 1.115 "Registration Rights Agreement" shall have the meaning set
forth in Section 2.5(a).

Section 1.116 "Regulatory Filings" shall have the meaning set forth in
Section 3.4(e).

Section 1.117 "REIT" shall have the meaning set forth in Section 3.10(b).

Section 1.118 "Release" shall have the meaning set forth in Section
3.14(g)(v).

Section 1.119 "Remaining Equity Commitment" shall mean, on any given date
after the Initial Closing, the Total Equity Commitment minus the sum of the
Initial Purchase Price and all the Subsequent Purchase Prices of all Subsequent
Purchases effected prior to the given date (in each case calculating the
Initial Purchase Price and/or the Subsequent Purchase Prices prior to any
increase related to Kimco). The Remaining Equity Commitment shall be deemed to
be zero on the earlier of (i) the date that the Remaining Equity Commitment
actually equals zero and (ii) the later of (A) September 25, 1998 and (B) if
Buyer notifies the Company on or before October 25, 1998 that Buyer is, pursuant
to Section 2.4(b), exercising Buyer's right to make a Subsequent Purchase equal
to the then amount of the Remaining Equity Commitment, then, the date as soon
thereafter as all conditions to Buyer's obligations to effect such purchase
shall have been satisfied or waived, and such purchase shall have been effected.

Section 1.120 "Rent Roll" shall have the meaning set forth in Section
3.13(c).

Section 1.121 "Reorganization" shall mean the reorganization of the Company
into a real estate investment trust qualifying as a REIT and organized pursuant
to the laws of the State of Maryland, as to be proposed by management of the
Company to the shareholders of the Company.

Section 1.122 "Reorganization Closing" shall mean the occurrence, on the
Effective Date of the Reorganization, of the accomplishment of the
Reorganization, followed immediately thereafter by the Buyer Reorganization
pursuant to the Reorganization Documents and otherwise on terms and conditions
reasonably satisfactory to Buyer.

Section 1.123 "Reorganization Documents" shall mean the agreements and
instruments pursuant to which the reorganization of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties
Trust, a Massachusetts business trust, with and into the Maryland Trust, a
Maryland real estate investment trust will be effected, upon the affirmative
vote of the shareholders of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust at the
Shareholders' Meeting, which such agreements and instruments shall be
substantially in the form attached as Exhibit H.

Section 1.124 "Reorganization Escrow" shall have the meaning set forth in
Section 5.4.

Section 1.125 "Rights Exercise Notice" shall have the meaning set forth in
Section 6.8(b).

Section 1.126 "SEC" shall have the meaning set forth in Section 3.7(a).

Section 1.127 "Securities Act" shall have the meaning set forth in Section
3.4(e).

Section 1.128 "Securities Laws" shall have the meaning set forth in Section
3.7(a).

Section 1.129 "Shareholders Meeting" shall have the meaning set forth in
Section 3.1(a).

Section 1.130 "Shell Site" shall have the meaning set forth in Section
3.14(a).

Section 1.131 "Stock Purchase" shall have the meaning set forth in Section
2.1(b).

Section 1.132 "Subsequent Funding Minimum" shall mean the amount of
$5,000,000.00.

Section 1.133 "Subsequent Purchase Price" shall have the meaning set forth
in Section 2.4(a).

Section 1.134 "Subsequent Purchases" shall have the meaning set forth in
Section 2.4(a).

Section 1.135 "Subsidiaries" shall mean, collectively, the Operating
Partnership, Ramco-▇▇▇▇▇▇▇▇▇▇, Inc., 28th Street Kentwood Associates and S-12
Associates, and any entity in which the Company owns a minimum of 50% of the
voting interest in such entity.

Section 1.136 "Tax" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under
Code Section 59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto. The term "Tax" also
includes any amounts payable pursuant to any tax sharing agreement to which any
relevant entity is liable as a successor or pursuant to contract.

Section 1.137 "Tax Case" means the Internal Revenue Service's tax
investigation dealing with the Company's tax status, as described in the
Company's Reports with the SEC, to the extent the Company has incurred or will
incur, directly or indirectly, voluntarily or involuntarily, any liability for
which it is entitled to be reimbursed under the Atlantic Tax Agreement.

Section 1.138 "Tax Return" means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.

Section 1.139 "Total Equity Commitment" shall mean the amount of
$30,000,000.00.

Section 1.140 "Units Purchase" shall have the meaning set forth in Section
2.1(a).

Section 1.141 "Welfare Plans" shall have the meaning set forth in Section
3.15(h).

ARTICLE 2

Purchase and Sale of Shares; Closing

Section 2.1 "Purchase and Sale." (a) Subject to the terms and conditions
hereof, and from time to time after the date hereof, at one or not more than
four Closings, the Operating Partnership will sell, convey, assign, transfer
and deliver, and the Buyer (or the Colorado Investor, to the extent that the
Colorado Investor has assumed such obligations pursuant to the Buyer/Colorado
Sharing Agreement) will purchase and acquire (and the Advancing Party shall
advance sufficient funds for such purchases from each member of the Advancing
Party, and Buyer will cause sufficient funds for such purchases to be advanced
by the Colorado Investor, in each case in accordance with the allocated
percentages set forth on the Advancing Party Participation Schedule attached as
Exhibit B) from the Operating Partnership up to an aggregate of 1,200,000 (but
reduced by the number of Purchased Shares purchased pursuant to the first
sentence of Section 2.1(b), if any) Preferred Units of Operating Partnership
Units (together with the Kimco Purchased Units, the "Purchased Units"). Each
Closing at which Buyer purchases any Purchased Units is herein referred to as a
"Units Purchase". Upon timely performance by Kimco under the Buyer/Kimco Share
Purchase Agreement, the number of Purchased Units to be purchased by Buyer and
sold at any Units Purchase will be increased by the Kimco Percentage (rounded
to the nearest whole Preferred Unit) (the "Kimco Purchased Units").

(b) Subject to the terms and conditions hereof, from time to time
after the date hereof and after the Reorganization, at one or not more than
four Closings, the Company will sell, convey, assign, transfer, and deliver, and
Buyer will purchase and acquire (and the Advancing Party shall advance
sufficient funds for such purchase or shall make such purchase itself pursuant
to Section 2.1(c) of this Agreement) from the Company, up to an aggregate of
1,200,000 (but reduced by the number of Purchased Units purchased pursuant to
the first sentence of Section 2.1(a)) shares of Company Preferred Stock
(together with the Kimco Purchased Shares, the "Purchased Shares"). Each
Closing at which Buyer or the Advancing Party purchases any Purchased Shares is
herein referred to as a "Stock Purchase." Upon timely performance by Kimco
under the Buyer/Kimco Share Purchase Agreement, the number of Purchased Shares
to be purchased and sold at any Stock Purchase will be increased by the Kimco
Percentage (rounded to the nearest whole share of Company Preferred Stock) (the
"Kimco Purchased Shares").

(c) Upon the Buyer Reorganization which shall occur immediately after
the Reorganization, the Purchased Units will be transferred to the Company, the
existence of the Buyer will be terminated, and (x) the Advancing Party and Kimco
will be issued a number of shares of Company Preferred Stock equal to the number
of Purchased Units purchased on their behalf by Buyer and transferred as a
result of the Buyer Reorganization and in addition the Advancing Party will be
issued the number of shares of Company Preferred Stock equal to the number of
Purchased Units transferred to the Company pursuant to the Buyer/Colorado
Sharing Agreement, and (y) the Advancing Party will succeed to all rights and
obligations of Buyer hereunder without any further act or deed or the execution
or delivery of any further instrument or agreement.

Section 2.2 "Consideration." Subject to the terms and conditions hereof, at
each Closing (other than the Closing pursuant to the Buyer Reorganization
Agreement), Buyer shall deliver to the Company or the Operating Partnership, as
applicable, the relevant Purchase Price with respect to the number of
Preferred Units or shares of Company Preferred Stock to be purchased and sold at
such Closing by wire transfer of immediately available funds in U.S. dollars to
the account or accounts specified by the Company. In the event Purchase Units
or Purchased Stock are increased pursuant to the last sentence of Section 2.1(a)
or 2.1(b), the relevant Purchase Price will be correspondingly increased.

Section 2.3 "Initial Closing." Subject to the terms and conditions hereof,
at a mutually agreeable time promptly following the date on which the conditions
set forth herein shall have been satisfied or duly waived, the Operating
Partnership will sell, convey, assign, transfer and deliver, and Buyer will
purchase and acquire (and the Advancing Party shall advance sufficient funds
for such purchase) from the Operating Partnership, 400,000 Preferred Units
(subject to increase by the Kimco Percentage, as aforesaid), and Buyer will pay
to the Operating Partnership the Initial Purchase Price for such Preferred
Units.

Section 2.4 "Subsequent Purchases and Sales." (a) Subject to the terms and
conditions hereof, from time to time following the Initial Closing, the Company
shall have the right to require Buyer to purchase (and the Advancing Party
to advance sufficient funds for such purchase) from the Operating Partnership
additional Preferred Units and, from and after the

Reorganization, from the Company shares of Company Preferred Stock (the
"Subsequent Purchases"), the number of which Preferred Units or shares of
Company Preferred Stock shall be determined by the Company, provided, however,
that each Subsequent Purchase shall be made at the Per Unit Purchase Price or
Per Share Purchase Price, as the case may be, and shall consist of a sufficient
number of Preferred Units or shares of Company Preferred Stock, as the case may
be, so that the aggregate purchase price of the Subsequent Purchase (each a
"Subsequent Purchase Price") is greater than the Subsequent Funding Minimum,
and provided further that the Subsequent Purchase Price to be paid at any
Closing is not greater than the Remaining Equity Commitment immediately prior
to such Closing. Upon timely performance by Kimco under the Buyer/Kimco Share
Purchase Agreement, the number of Preferred Units or shares of Company
Preferred Stock to be purchased and sold at any Subsequent Purchase will be
increased by the Kimco Percentage as aforesaid. In no event shall Buyer be
required to purchase shares of Company Preferred Stock pursuant hereto so that
it shall have expended more than the Total Equity Commitment. Subject to the
terms and conditions hereof, each Closing of a Subsequent Purchase shall be on
the Business Day specified by the Company in a written notice to Buyer,
provided that such written notice is given to Buyer at least fifteen (15)
Business Days prior to the Business Day specified in such notice of a proposed
Closing.

(b) If the Remaining Equity Commitment is greater than zero on September
25, 1998 (or, if a Final Determination has not been made with respect to the Tax
Case such that the Company shall have been qualified as a REIT for any year, by
October 25, 1998, then on or before February 1, 1999) Buyer shall have the right
to make one Subsequent Purchase from the Operating Partnership or Company of a
sufficient number of Preferred Units or shares of Company Preferred Stock, as
the case may be, at the Per Unit Purchase Price or Per Share Purchase Price, as
the case may be, so that the Remaining Equity Commitment equals zero by October
25, 1998, (or February 25, 1999, if the period for such exercise has been
extended as provided in the parenthetical above in this Section 2.4(b)), as the
case may be, or as soon thereafter as all conditions to Buyer's obligation to
effect any purchase hereunder of Preferred Units or Company Preferred Stock, as
the case may be, shall have been satisfied or waived; provided, however, that
Buyer shall in no event be obligated to effect such Subsequent Purchase prior to
October 25, 1998.

(c) At each Closing following the Initial Closing, prior to the Effective
Date of the Reorganization, Subsequent Purchases shall be of Preferred Units.
At the Effective Date of the Reorganization, Preferred Units held by the
Buyer and the Colorado Investor shall, subject to and in accordance with the
terms and conditions of the Reorganization Documents, and by operation of the
Buyer Reorganization, be replaced by a like number of shares of Company
Preferred Stock registered as the Advancing Party may instruct in accordance
with the Reorganization Documents (and any shares attributable to Kimco
registered as Kimco directs). After the Effective Date of the Reorganization,
Subsequent Purchases shall be of Company Preferred Stock in sales by the Company
to the Advancing Party which shall, at the effective date of the Buyer
Reorganization, succeed to the rights and obligations of the Buyer as set forth
in Section 2.7 hereto.

Section 2.5 "Additional Agreements and Closing Deliveries." (a) At the
Initial Closing, and as a condition to the parties' obligations hereunder to
effect the transactions contemplated

hereby at the Initial Closing, the Company, Buyer, Kimco and the Advancing
Party shall enter into a registration rights agreement, substantially in the
form attached as Exhibit I (the "Registration Rights Agreement"), the Company,
the several limited partners of the Operating Partnership and Buyer shall enter
into an Amendment No.3 to the Partnership Agreement, substantially in the form
attached as Exhibit J (the "Amended Partnership Agreement"), which together
with the Partnership Agreement shall have been consolidated into a conformed
and mutually agreed text, referred to as the Consolidated and Conformed
Agreement of Limited Partnership of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties, L.P.,
substantially in the form attached as Exhibit K, and the Company, Buyer, Kimco
and the Advancing Party shall enter into an agreement of reorganization of
Buyer, pursuant to which the Buyer Reorganization shall occur immediately
following the Reorganization on the Effective Date of the Reorganization,
substantially in the form attached as Exhibit L (the "Buyer Reorganization
Agreement").

(b) In addition to the other things required to be done hereby, at each
Closing, the Company shall deliver, or cause to be delivered, to Buyer or the
Advancing Party, as the case may be, the following: (i) (A) at each Closing
prior to the Effective Date of the Reorganization, evidence of the purchase by
and sale to Buyer of Preferred Units representing the number of Preferred Units
to be issued and delivered at such Closing, and (B) at each Closing on or after
the Effective Date of the Reorganization, certificates representing the number
of shares of Company Preferred Stock to be issued and delivered at such Closing,
free and clear of all liens (unless created by the purchaser thereof or any of
its Affiliates), with all necessary stock transfer and other documentary stamps
attached, (ii) a certificate, dated the relevant Closing Date and validly
executed on behalf of the Company, as contemplated by Section 7.1(a), as to the
Initial Closing only, and by Section 7.2(a), as to all Closings, (iii) evidence
or copies of any consents, approvals, orders, qualifications or waivers required
pursuant to Section 7.1, as to the Initial Closing only, and to Section 7.2, as
to all Closings other than the Closing pursuant to the Buyer Reorganization
Agreement, (iv) all certificates and other instruments and documents required by
this Agreement to be delivered by the Company at or prior to each Closing, and
(v) such other instruments reasonably requested by Buyer, as may be necessary or
appropriate to confirm or carry out the provisions of this Agreement.

(c) In addition to the delivery of the Purchase Price and the other things
required to be done hereby, at each Closing other than the Closing pursuant to
the Buyer Reorganization Agreement, Buyer shall deliver, or cause to be
delivered, to the Company the following: (i) a certificate, dated the relevant
Closing Date and validly executed by Buyer, as contemplated by Section 7.3(a),
(ii) if not previously delivered to the Company, all other certificates,
documents, instruments and writings required pursuant hereto to be delivered by
or on behalf of Buyer at or before each Closing other than the Closing pursuant
to the Buyer Reorganization Agreement, and (iii) such other instruments
reasonably requested by the Company, as may be necessary or appropriate to
confirm or carry out the provisions of this Agreement.

(d) In addition to the other things required to be done hereby or pursuant
to the Reorganization Documents and the Buyer Reorganization Agreement, at the
Buyer Reorganization, the Company shall deliver, or cause to be delivered, to
Buyer, Advancing Party and Kimco the following: (i) copies of the resolutions
adopted by the Board and the shareholders of the Company and by the Board of
Trustees of the Maryland Trust, as to the

Reorganization in the forms attached as Exhibit M, certified as being true,
correct and complete and having been duly adopted at meetings at which a quorum
was present and acting throughout, (ii) (A) a certificate (or if and as
requested by the Advancing Party, more than one certificate) representing the
number of shares of Company Preferred Stock to be issued and delivered to the
Advancing Party, registered in such name or names as the Advancing Party may
request, and (B) a certificate representing the number of shares of Company
Preferred Stock to be issued and delivered to Kimco, as Kimco may request, by
way of exchange of the Buyer Reorganization for the Preferred Units held by
Buyer and the Colorado Investor at or after the Effective Date of the
Reorganization pursuant to the Buyer Reorganization Agreement, (iii) copies of
the Amended Company Declaration as filed with the State Department of
Assessments and Taxation of the State of Maryland, (iv) such other instruments
reasonably requested by the Advancing Party or Kimco, as may be necessary or
appropriate to confirm or carry out the provisions of this Agreement and the
provisions of the Reorganization Documents and the Buyer Reorganization
Agreement, and (v) an opinion of counsel to the Company, acceptable to
Advancing Party or Kimco, as to such matters as may be reasonably requested by
Advancing Party or Kimco, in form and substance acceptable to Advancing Party
or Kimco.

Section 2.6 "Time and Place of Closing." Each Closing shall take place on
the relevant Closing Date at such place and time as the Company and Buyer
shall mutually agree, except that the Closing in connection with the Buyer
Reorganization shall take place as provided in the Buyer Reorganization
Agreement.

Section 2.7 "Right to Assign." Buyer may assign its rights and delegate
its obligations created hereby to purchase Preferred Units or Company Stock
in accordance with the provisions of Section 10.6. The Advancing Party
shall, without any assignment, succeed to the rights and obligations of Buyer
upon the Buyer Reorganization.

Section 2.8 "Mandatory Equity Commitment Drawdown." If, at the time Buyer
elects to convert any Preferred Units into shares of Company Common Stock, which
shares of Company Common Stock when aggregated with all shares of Company
Common Stock held by Buyer, will result in Buyer holding 5% or more of all
outstanding shares of Company Common Stock, (a) the Company has not obtained the
requisite shareholder approval for the Reorganization and the other transactions
contemplated hereby that require shareholder approval and (b) the Company has
not obtained the NYSE Rule Approval, then, on or prior to such conversion Buyer
may require the Operating Partnership to sell to Buyer a number of Preferred
Units equal to the Remaining Equity Commitment divided by the Per Unit Purchase
Price. Upon timely performance by Kimco under the Buyer/Kimco Share Purchase
Agreement the number of Purchased Units to be purchased by Buyer and sold at the
Units Purchase contemplated under this Section 2.8 shall be increased by the
Kimco Percentage (rounded to the nearest whole Preferred Unit).

ARTICLE 3

Representations and Warranties of the Company

The Company hereby represents and warrants to Buyer, the Advancing Party
and Kimco as follows:

Section 3.1 "Organization and Qualification, Subsidiaries." (a)
Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust is a business trust duly organized, validly
existing and in good standing under the laws of The Commonwealth of
Massachusetts, and has all requisite organizational power and authority to own,
operate, lease and encumber its properties and carry on its business as now
conducted, and to enter into this Agreement, the Registration Rights Agreement,
the Amended Partnership Agreement, the Reorganization Documents and the Buyer
Reorganization Agreement, and to perform its obligations hereunder and
thereunder, subject, in the case of the Reorganization Documents and the Buyer
Reorganization Agreement, to obtaining the requisite approvals of the Company's
shareholders at the stockholders meeting to the Reorganization (the
"Shareholders Meeting").

(b) The Operating Partnership is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Operating Partnership has all requisite partnership power and authority to
own, operate, lease and encumber its properties and carry on its business as
now conducted.

(c) Each of the Subsidiaries of the Company is a corporation, partnership
or limited liability company duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, and has the corporate or partnership power and authority to own
its properties and carry on its business as it is now being conducted.

(d) Each of the Company and its Subsidiaries is duly qualified to do
business and in good standing in each jurisdiction in which the ownership of its
property or the conduct of its business requires such qualification, except
for any failures to be so qualified or to be in good standing as would not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.

(e) Schedule 3.1(e)(i) sets forth the name of each Subsidiary of the
Company or the Operating Partnership (whether owned directly or indirectly
through one or more intermediaries). All of the outstanding shares of capital
stock of, or other equity interest in, each of the Subsidiaries owned by the
Company or the Operating Partnership are duly authorized, validly issued, fully
paid and nonassessable, and are owned, directly or indirectly, by the Company or
the Operating Partnership free and clear of all Liens, except as set forth in
Schedule 3.1(e)(i). The following information for each Subsidiary is set forth
in Schedule 3.1(e)(i), if applicable: (i) its name and jurisdiction of
incorporation or organization, (ii) the type of and percentage interest held by
the Company or Operating Partnership in the Subsidiary and the names of and
percentage interest held by the other interest holders, if any, in the
Subsidiary, and the partnership agreement or other organizational documents of
the Subsidiary, and (iii) any loans from the Company or the Operating
Partnership to, or priority payments due to the

Company or the Operating Partnership from, the Subsidiary, and the rate of
return thereon. Except as contemplated hereby, or as set forth on Schedule
3.1(e)(ii), there are no existing options, warrants, calls, subscriptions,
convertible securities or other rights, agreements or commitments which
obligate the Company or any of the Subsidiaries to issue, transfer or sell any
shares of capital stock or equity interests in any of the Subsidiaries except
as would not, individually or in the aggregate, reasonably be expected to
result in the Material Adverse Effect.

Section 3.2 "Authority Relative to Agreements; Board Approval." (a) The
execution, delivery and performance of this Agreement, the Registration Rights
Agreement, the Amended Partnership Agreement, the Reorganization Documents,
the Buyer Reorganization Agreement, the Amended Company Declaration, the
Amended By-Laws and the issuance and delivery of shares of Company Common
Stock upon conversion of Preferred Units in accordance with the provisions
of the Amended Partnership Agreement have been duly and validly authorized by
all necessary corporate action on the part of the Company and all necessary
partnership action on the part of the Operating Partnership and its partners
other than Buyer, subject only to the approval of the Amended Company
Declaration, the Amended By-Laws, the Reorganization, the Buyer Reorganization
and issuance of Company Preferred Stock pursuant to this Agreement and the
Reorganization Documents by the Company's shareholders at the Shareholders
Meeting. Any shares of Company Common Stock owned by Buyer or any of its
Affiliates shall be eligible to vote and shall be counted in any vote with
respect to an approval of the Company's shareholders as aforesaid. This
Agreement, the Amended Partnership Agreement, and the Buyer Reorganization
Agreement each has been duly executed and delivered by the Company for itself
and constitutes the valid and legally binding obligations of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights or general principles of equity. Upon execution by Buyer of
the Amended Partnership Agreement, the Amended Partnership Agreement will
constitute a legally binding obligation of the Operating Partnership and of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, moratorium or other similar laws relating
to creditors' rights or general principles of equity. Upon payment by Buyer of
the relevant Purchase Price (Units) at any Closing, Preferred Units will have
duly and validly been issued to Buyer in accordance with the terms of the
Amended Partnership Agreement.

(b) The Board of the Company has, as of the date hereof, (i) approved this
Agreement, the Amended Partnership Agreement, the Reorganization Documents,
the Registration Rights Agreement and the transactions contemplated hereby
and thereby, (ii) determined to cause and has caused the Company and the
requisite percentage of other existing partners of the Operating Partnership to
enter into the Amended Partnership Agreement, and (iii) determined to recommend
that the stockholders of the Company vote in favor of and approve the
Reorganization, the Buyer Reorganization and the issuance of Company Preferred
Stock pursuant to this Agreement. Not by way of limitation of the foregoing,
the Board of the Maryland Trust has, as of the date hereof, (i) approved the
Buyer Reorganization Agreement, the form of Amended Company Declaration, the
form of Amended By-Laws, (ii) granted an exception to the Ownership Limit (as
such term is defined in the Amended Company Declaration) set forth in the
Amended Company Declaration with respect to the ownership by the Buyer, Kimco or
the Advancing Party of the Company Stock.

(c) The shares of Company Common Stock issuable upon redemption of the
Preferred Units for the Company Preferred Stock to be acquired pursuant to
this Agreement will, upon such issuance be duly and validly issued, fully paid
and nonassessable. The shares of Company Preferred Stock to be acquired
pursuant to this Agreement upon issuance will have been duly authorized for
issuance, and upon issuance will be duly and validly issued, fully paid and
nonassessable.

(d) Neither the issue and sale of the Preferred Units hereunder, nor, upon
or after the Reorganization, the issue and sale and conversion of the Company
Preferred Stock pursuant to the terms of the Amended Company Declaration, will
give any holder of Operating Units or stockholder of the Company the right to
demand payment for his shares under any applicable law.

Section 3.3 "Capital Stock and Units." (a) The Company is authorized on
the date hereof to issue an unlimited number of shares of Company Common Stock
par value $0.10 per share. As of the date hereof, there are 7,123,105 shares of
Company Common Stock issued and outstanding. All such issued and outstanding
shares of Company Common Stock are duly authorized, validly issued, fully paid,
nonassessable and free of preemptive rights. The Company has no outstanding
bonds, debentures, notes or other obligations the holders of which have the
right to vote (or which are convertible into or exercisable for securities the
holders of which have the right to vote) with the stockholders of the Company on
any matter. Other than (i) Operating Partnership Units which may be redeemed by
the holders thereof for Company Common Stock or the cash equivalent thereof (at
the option of the Company), (ii) options for approximately 281,050 shares of
Company Common Stock subject to grant under the Company's 1997 Non-Employee
Trustee Stock Option Plan or the Company's 1996 Share Option Plan, or (iii) as
set forth in Schedule 3.3(a) to this Agreement, there are no existing options,
warrants, calls, subscriptions, convertible securities, or other rights,
agreements or commitments which obligate the Company to issue, transfer or sell
any shares of capital stock or other equity interests of the Company.

(b) As of the date hereof, 9,691,248 Operating Partnership Units of the
Operating Partnership are validly issued and outstanding, fully paid and
nonassessable, of which 7,123,105 Operating Partnership Units are owned by the
Company (collectively, the "Company Units"). There are no other classes
of units, or any other form of limited partnership interest, of the Operating
Partnership issued or outstanding as of the date hereof. Except as set forth
in Schedule 3.3(b), and as contemplated herein, the Operating Partnership has
not issued or granted securities convertible into interests in the Operating
Partnership, and is not a party to any outstanding commitments of any kind
relating to, or any presently effective agreements or understandings with
respect to, interests in Operating Partnership, whether issued or unissued.

(c) Except for interests in the Subsidiaries of the Company and the
Operating Partnership, none of the Company or any of its Subsidiaries owns
directly or indirectly any interest or investment (whether equity or debt)
in any corporation, partnership, joint venture, business, trust or entity (other
than investments in short-term investment securities).

Section 3.4 "No Conflicts; No Defaults, Required Filings and Consents."
Except as contemplated hereby, the execution and delivery by the Company of
this Agreement or the Reorganization Documents, the Buyer Reorganization
Agreement, or the consummation by the Company of the transactions contemplated
hereby and thereby in accordance with the terms hereof or thereof, will not:

(a) conflict with or result in a breach of any provisions of the Company's
Declaration of Trust or By-laws of the Company, assuming, as to the
Reorganization, the approval of the holders of such number of shares of Company
Common Stock as shall constitute a majority of shares of Company Common Stock
outstanding and entitled to vote;

(b) result in a breach or violation of, a default under, or the triggering
of any payment or other obligations pursuant to, or accelerate vesting under,
any of the Company stock option plans or Operating Partnership Unit option
plans or similar compensation plan or any grant or award made under any of the
foregoing, except as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect;

(c) violate or conflict with any statute, regulation, judgment, order,
writ, decree or injunction applicable to the Company or its Subsidiaries,
except as would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect;

(d) except as set forth in Schedule 3.4(d), violate or conflict with or
result in a breach of any provision of, or constitute a default (or any event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination or in a right of termination or cancellation of,
or accelerate the performance required by, or result in the creation of any Lien
upon any of the properties of the Company or its Subsidiaries under, or result
in being declared void, voidable or without further binding effect, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, deed of
trust or any license, franchise, permit, lease, contract, agreement or other
instrument, commitment or obligation to which the Company or its Subsidiaries is
a party, or by which the Company or its Subsidiaries or any of their properties
is bound or affected, except for any of the foregoing matters which would not
reasonably be expected to, individually or in the aggregate, result in a
Material Adverse Effect; or

(e) require any consent, approval or authorization of, or declaration,
filing or registration with, any Government Authority, other than any filings
required under the Securities Act of 1933, as amended (the "Securities Act"),
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
state securities laws ("Blue Sky Laws") (collectively, the "Regulatory
Filings"), and any filings required to be made with the Secretary of State of
The Commonwealth of Massachusetts, Maryland State Department of Assessments and
Taxation, or any national securities exchange on which the Company Common Stock
is listed, except as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, and will not violate or
conflict with any Rule or Regulation of any national securities exchange on
which the Company Common Stock is listed, including, without limitation, the New
York Stock Exchange, Inc. Without limiting the foregoing, no filing under

the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") is
required by virtue of 16.C.F.R., Parts 801 and 802.

Section 3.5 "Atlantic Tax Agreement." The Atlantic Tax Agreement, a true,
correct and complete copy of which is attached as Exhibit C hereto, is valid,
effective and binding on the parties thereto, subject to no defenses and no
default has occurred thereunder.

Section 3.6 "Atlantic Realty Trust." In reliance upon the Regulatory
Filings of Atlantic Realty Trust, the Company believes that Atlantic Realty
Trust has sufficient financial resources timely to meet its obligations under
the Tax Agreement and to the Company's knowledge, Atlantic Realty Trust has no
plans under which the net worth of Atlantic Realty Trust would be diminished to
an extent which would impair the ability of Atlantic Realty Trust to fulfill its
obligations under the Tax Agreement.

Section 3.7 "SEC and Other Documents, Financial Statements; Undisclosed
Liabilities." (a) The Company has delivered or made available to Buyer the
Company Proxy Statement, the registration statement of the Company filed in 1988
with the Securities and Exchange Commission (the "SEC") in connection with the
Company's initial public offering of Company Common Stock, and all exhibits,
amendments and supplements thereto (collectively, the "Company Registration
Statement"), and each registration statement, report, proxy statement or
information statement and all exhibits thereto prepared by it or relating to
its properties since the effective date of the Company Registration
Statement, which are set forth in Schedule 3.7(a), each in the form (including
exhibits and any amendments thereto) filed with the SEC (collectively, the
"Company Reports"). The Company Reports filed since May 31, 1996 and, to the
Company's knowledge, the Company Reports filed on or prior to May 31, 1996 were
filed with the SEC in a timely manner and constitute all forms, reports and
documents required to be filed by the Company under the Securities Act, the
Exchange Act and the rules and regulations promulgated thereunder (the
"Securities Laws"). As of their respective dates, the Company Reports filed
since May 31, 1996 and, to the Company's knowledge, the Company Reports filed on
or prior to May 31, 1996 (i) complied as to form in all material respects with
the applicable requirements of the Securities Laws and (ii) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading. There is no
unresolved violation asserted by any Government Authority with respect to any of
the Company Reports filed since May 31, 1996 and, to the Company's knowledge,
the Company Reports filed on or prior to May 31, 1996.

(b) Each of the balance sheets included in or incorporated by reference
into the Company Reports filed since May 31, 1996 and, to the Company's
knowledge, the Company Reports filed on or prior to May 31, 1996 (including the
related notes and schedules) fairly presented the financial position of the
entity or entities to which it relates as of its date and each of the statements
of operations, stockholders' equity (deficit) and cash flows included in or
incorporated by reference into the Company Reports filed since May 31, 1996 and,
to the Company's knowledge, the Company Reports filed on or prior to May 31,
1996 (including any related notes and schedules) fairly presented the results of
operations, retained earnings or cash flows, as the case may be, of the entity
or entities to which it relates for the periods set forth

therein, in each case in accordance with United States generally accepted
accounting principles ("GAAP") consistently applied during the periods involved
except as may be noted therein and except, in, the case of the unaudited
statements, normal recurring year-end adjustments which would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.

(c) Except as and to the extent set forth in the Company Reports or any
Schedule hereto, to the Company's knowledge, none of the Company or any of
its Subsidiaries has any Liabilities (nor do there exist any circumstances)
that would, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.

Section 3.8 "Litigation, Compliance With Law." (a) Except as disclosed in
Schedule 3.8(a), there are no Actions pending or, to the Company's knowledge,
threatened against the Company or any of its Subsidiaries that would,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, or which question the validity hereof or any action taken or to
be taken in connection herewith. Except as disclosed in Schedule 3.8(a), there
are no continuing orders, injunctions or decrees of any Government Authority to
which the Company or any of its Subsidiaries is a party or by which any of its
properties or assets are bound.

(b) Except as disclosed in Schedule 3.8(b) and except for the Tax Case, to
the Company's knowledge none of the Company or its Subsidiaries is in violation
of any current statute, rule, regulation, order, writ, decree or injunction of
any Government Authority or any body having jurisdiction over them or any of
their respective properties which, if enforced, would, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 3.9 "Absence of Certain Changes or Events." Except as disclosed in
the Company Reports filed with the SEC prior to the date hereof or in Schedule
3.9, since June 30, 1997, the Company and each of its Subsidiaries has conducted
its business only in the ordinary course of such business and has not acquired
any real estate or entered into any financing arrangements in connection
therewith, and there has not been (a) any change, circumstance or event that the
Company reasonably expects, individually or in the aggregate, would result in a
Material Adverse Effect, (b) any declaration, setting aside or payment of any
dividend or other distribution with respect to the Company Common Stock, except
in accordance with Section 5.9, (c) any commitment, contractual obligation,
borrowing, capital expenditure or transaction (each, a "Commitment") entered
into by the Company or any of its Subsidiaries, other than Commitments which
would not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, or (d) any change in the Company's accounting
principles, practices or methods which would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

Section 3.10 "Tax Matters; REIT and Partnership Status." (a) The Company
and each of its Subsidiaries has timely filed with the appropriate taxing
authority all material Tax Returns required to be filed by it or has timely
requested extensions and any such request has been granted and has not expired.
Each such Tax Return is true, complete and correct in all material

respects and true, complete and correct copies of all Tax Returns as to which
the statute of limitations has not run have been delivered to Buyer. The
Company and each of its Subsidiaries has paid within the time and manner
prescribed by law all material Taxes that are due and payable. The Company and
each of its Subsidiaries has properly accrued all Taxes for such periods
subsequent to the periods covered by such Tax Returns as required by GAAP.
Except as set forth on Schedule 3.10(a), none of the Company or any of its
Subsidiaries (i) has executed or filed with the IRS or any other taxing
authority any agreement now in effect extending the period for assessment or
collection of any Tax, or (ii) is a party to any pending action or proceedings
by any taxing authority for assessment or collection of any Tax, and no claim
for assessment or collection of any Tax has been asserted against it and to the
Company's knowledge no basis exists for any such claim or assessment. No claim
has been made by an authority in a jurisdiction where the Company or any of its
Subsidiaries does not file Tax Returns that it is or may be subject to taxation
by that jurisdiction. There are no Tax liens upon the assets of the Company or
any of its Subsidiaries other than liens for Taxes not yet due and payable.
Except as set forth on Schedule 3.10(a) there is no dispute or claim concerning
any Tax liability of the Company or any of its Subsidiaries, (i) claimed or
raised by any taxing authority in writing or (ii) as to which the Company or
any of its Subsidiaries has knowledge. The Company has not received a Tax
ruling or entered into a closing agreement with any Tax authority that would
have a continuing Material Adverse Effect after the Closing Date. No event,
transaction, act or omission has occurred which will result in the Company
becoming liable to pay or to bear any Tax as a transferee, successor or
otherwise which is primarily or directly chargeable or attributable to any
other person, firm or company which has not been properly accrued as required
by GAAP. The Company and each Subsidiary have no Liability (whether by reason
of any indemnity, warranty, tax sharing agreement or otherwise) to any other
person in respect of any actual, contingent or deferred liability of such
person for Taxes. The Company and each Subsidiary have complied (and will
continue to comply) in all material respects with the provisions of the Code
relating to the payment and withholding of Taxes, including, without
limitation, the withholding and reporting requirements under Code Sections 1441
through 1464, 3401 through 3606, and 6041 and 6049, as well as similar
provisions under any other laws, and have, within the time and in the manner
prescribed by law, paid over to the proper governmental authorities all amounts
withheld from amounts paid or owing to any employee, independent contractor,
creditor, stockholder, or other third party.

(b) The Company (i) has in its federal income tax return for its tax year
ended December 31, 1996 elected to be taxed as a real estate investment trust
("REIT") within the meaning of Section 856 of the Code (the "Election"), (ii)
with the exception of the Tax Case, such Election has remained in effect and
will continue to remain in effect for each of the Company's taxable years,
(iii) with the exception of the Tax Case has complied and will comply, with all
applicable provisions of the Code relating to a REIT, for each of its taxable
years, (iv) with the exception of the Tax Case has operated, and intends to
continue to operate, in such a manner as to qualify as a REIT for each of its
taxable years, (v) has not taken or omitted to take any action which could be
expected to result in a challenge to its status as a REIT, and, except as set
forth in Schedule 3.10(b)(i), to the Company's knowledge, no such challenge is
pending or threatened, and (vi) will not be rendered unable to qualify as a REIT
for federal income tax purposes as a consequence of the transactions
contemplated hereby. As of the date hereof, (i) the Company is a
"domestically-controlled" REIT within the meaning of Code Section

897(h)(4)(B) and is not a "pension-held REIT" within the meaning of Section
856(h)(3)(D) of the Code, and (ii) to the Company's knowledge, all non-domestic
beneficial owners of Company Common Stock are set forth in Schedule
3.10(b)(ii). To the Company's knowledge, except as set forth in Schedule
3.10(b)(iii), no person or entity which would be treated as an "individual" for
purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the
Code) owns or would be considered to own (taking into account the ownership
attribution rules under Section 544 of the Code, as modified by Section 856(h)
of the Code) in excess of 9.8% of the value of the outstanding equity interest
in the Company.

(c) Any amount or other entitlement that could be received (whether in cash
or property or the vesting of property) as a result of any of the transactions
contemplated hereby by any employee, officer, or director of the Company or the
Operating Partnership or any of their Affiliates who is a "disqualified
individual" (as such term is defined in proposed Treasury Regulation Section
1.280G-1) under any employment, severance or termination agreement, other
compensation arrangement or plan currently in effect would not be characterized
as an "excess parachute payment" (as such term is defined in Section 280G(b)(1)
of the Code).

(d) The disallowance of a deduction under Section 162(m) of the Code for
employee remuneration will not apply to any amount paid or payable by the
Company or any of its Subsidiaries under any contract, stock plan, program,
arrangement or understanding currently in effect.

(e) The Operating Partnership and each Subsidiary of the Company and the
Operating Partnership organized as a partnership (and any other Subsidiary
that files Tax Returns as a partnership for federal income tax purposes) has at
all times been and will continue to be classified as a partnership for federal
income tax purposes.

(f) To the extent required for the Company, Buyer or Kimco to maintain or
preserve its REIT status, all of the Operating Partnership's gross income,
including its proportionate share of the gross income of any partnership in
which it has an interest as a partner, is and will continue to be derived or
treated for federal income tax purposes as derived from the following sources:
(i) dividends; (ii) interest; (iii) rents from real property; (iv) gain from the
sale or other disposition of stock, securities, and real property (including
interests in real property and interests in mortgages on real property) which is
not stock in trade, inventory or other property held by the Operating
Partnership, or any partnership in which it holds an interest as a partner
primarily for sale to customers in the ordinary course of its trade or business.

(g) To the extent required for the Company, Buyer or Kimco to maintain or
preserve its REIT status, all leases entered into, or to be entered into by the
Operating Partnership, or any other partnership in which the Operating
Partnership is a partner, as well as any leases with respect to properties
acquired by the Operating Partnership, or any other partnerships in which the
Operating Partnership has a direct or indirect interest as a partner: (a) will
not provide for rents based on the net income or profits of any person; (b) will
not provide for the performance by such landlord of any services other than
those which are usually and customarily provided to tenants in connection with
occupancy only of rental property and are not services for the convenience of
individual tenants ("Qualified Services"); and (c) will not derive rental income

attributable to personal property in connection with a lease of real property
in excess of 10 percent of the total rent attributable to both the real and
personal property leased under such lease.

(h) To the extent necessary for the Company, Buyer or Kimco to maintain or
preserve its REIT status, any services which have been, are or will be rendered
to tenants of property which is owned, or for federal income tax purposes
is treated as owned, by the Operating Partnership, or any partnership in which
it holds an interest as a partner, are or will be Qualified Services.

(i) Any indebtedness with respect to the properties of the Operating
Partnership currently qualifies and will continue to qualify for the
exception from "acquisition indebtedness" set forth in Section 514(c)(9) of the
Code.

Section 3.11 "Compliance with Agreements." (a) With the exception of
matters for which the Company will be promptly indemnified by Atlantic Realty
Trust, neither the Company nor any of its Subsidiaries is, or at any Closing by
virtue of the transaction contemplated in or by reference in this Agreement
will be, in default under or in violation of any provision of its organization
documents (e.g., the Company Declaration of Trust, any Subsidiary's
declaration of trust or charter, the By-laws of the Company or any subsidiary,
the Partnership Agreement, the Amended Partnership Agreement, the partnership
agreement of any subsidiary, or equivalent documents), except for such defaults
or violations which would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

(b) The Company and each of its Subsidiaries have filed all material
reports, registrations and statements, together with any amendments required to
be made with respect thereto, that they were required to be with any
Government Authority and all other material reports and statements required to
be filed by them, including any report or statement required to be filed
pursuant to the laws, rules or regulations of the United States, and have paid
all fees or assessments due and payable in connection therewith, except for such
failures to file or pay which would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. There is no
unresolved violation asserted by any regulatory agency of which the Company has
received written notice with respect to any report or statement relating to an
examination of the Company or any of its Subsidiaries which, if resolved in a
manner unfavorable to the Company or such Subsidiary, would, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) The Company Reports or Schedule 3.11(c) set forth (i) a description of
all material indebtedness of the Company and each of its Subsidiaries, whether
unsecured, or secured or collateralized by mortgages, deeds of trust or other
security interests in the Company Properties or any other assets of the
Company and each of its Subsidiaries, or otherwise, and (ii) each Commitment
entered into by the Company or any of its Subsidiaries (including any guarantees
of any third party's debt or any obligations in respect of letters of credit
issued for the Company's or any Subsidiary's account) which may result in total
payments or liability in excess of $500,000, excluding Commitments made in the
ordinary course of business with a maturity of less than one year or that are
terminable on 30 days or less notice, and excluding

Commitments the breach of which would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. True and
complete copies of the foregoing have been delivered or made available to
Buyer. Neither the Company nor any of its Subsidiaries is in default, and, to
the Company's knowledge, no event has occurred which, with the giving of notice
or the lapse of time or both, would constitute a default, under any of the
documents described in clause (i) or (ii) of this paragraph or in respect of
any payment obligations thereunder except as would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. All
joint venture and partnership agreements to which the Company or any of its
Subsidiaries is a party as of the date hereof are set forth in Schedule
3.11(c), all of which are in full force and effect as against the Company or
such Subsidiary and, to the Company's knowledge, as against the other parties
thereto, and none of the Company or any of its Subsidiaries is in default, and,
to the Company's knowledge, no event has occurred which, with the giving of
notice or the lapse of time or both, would constitute a default, with respect
to any obligations thereunder, except as would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.
Except as disclosed in Schedule 3.11(c), to the Company's knowledge, the other
parties to such agreements are not in breach of any of their respective
obligations thereunder, except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. To the
Company's knowledge, there is no condition with respect to the Company's
Subsidiaries (including with respect to the partnership agreements for the
Company's Subsidiaries that are partnerships) that would, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Except as disclosed in the Company Reports or any other Schedule hereto
and except for (i) agreements made in the ordinary course of business and (ii)
agreements the breach or non-fulfillment of which would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect,
Schedule 3.11(d) sets forth a complete and accurate list of all material
agreements entered into by the Company or any of its Subsidiaries as of the date
hereof relating to the development or construction of, additions or expansions
to, or management or leasing services for retail properties or other real
properties which are currently in effect and under which the Company or any of
its Subsidiaries currently has, or expects to incur, any material obligation. A
true and complete copy of each such agreement has been delivered to Buyer.

(e) Except as disclosed in Schedule 3.11(e) and in the Company Reports and
except for (i) agreements made in the ordinary course of business and (ii)
agreements the breach or non-fulfillment of which would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect,
Schedule 3.11(e) sets forth a complete and accurate list of all material
agreements entered into by the Company as of the date hereof which are not
listed in any other Schedule hereto, including the material Debt Instruments.
Each agreement set forth in Schedule 3.11(e) is in full force and effect as
against the Company and, to the Company's knowledge, as against the other
parties thereto, no payments, if any, thereunder are delinquent, and no notice
of default thereunder has been sent or received by the Company or any of its
Subsidiaries, except where the same would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. There does not
exist under any agreement set forth in Schedule 3.11(e) any default, and, to the
Company's knowledge, no event has occurred

which, with notice or lapse of time or both, would constitute such a default,
except as would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. A true and complete copy of each such
agreement has been delivered to Buyer.

(f) Schedule 3.11(f) sets forth a complete and accurate list of all
agreements and policies of the Company in effect on the date hereof relating to
transactions with Affiliates and potential conflicts of interest, including
such agreements with and such policies relating to Atlantic Realty Trust and
related entities. Each agreement or policy set forth in Schedule 3.11(f) is in
full force and effect, and the Company, each of its Subsidiaries, and, to the
Company's knowledge, the other parties thereto are in compliance with such
agreements and policies, or such compliance has been waived by the Company's
Board as set forth in Schedule 3.11(f). A true and complete copy of each such
agreement or policy has been delivered to Buyer.

Section 3.12 "Financial Records; Company Declaration of Trust and By-laws;
Corporate Records." (a) The books of account and other financial records of the
Company since May 31, 1996, and to the Company's knowledge, prior to such date
and each of its Subsidiaries are in all respects true and complete, since
May 31, 1996, and to the Company's knowledge, prior to such date have been
maintained in accordance with good business practices, and are accurately
reflected in all respects in the financial statements included in the Company
Reports, except, in each case, as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

(b) The Company has previously delivered or made available to Buyer true
and complete copies of the Company Declaration of Trust and the By- laws of the
Company, as amended to date, the Partnership Agreement, and Amended Partnership
Agreement, and the charter, by-laws, organization documents, partnership
agreements and joint venture agreements of the Subsidiaries, and all amendments
thereto. All such documents are listed in Schedule 3.12(b).

(c) The minute books and other records of corporate or partnership
proceedings of the Company and each of its Subsidiaries have been made
available to Buyer, and contain in all material respects accurate records of all
meetings and accurately reflect in all material respects all other corporate
action of the stockholders and directors and any committees of the Board of
the Company and its Subsidiaries which are corporations and all actions of the
partners of the Operating Partnership and Subsidiaries which are partnerships,
and except as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

Section 3.13 "Properties." (a) Schedule 3.13(a)(i) sets forth a complete
and accurate list of all real property owned by the Company or any of its
Subsidiaries (collectively, and with all buildings, structures and other
improvements located thereon and all easements, rights and other appurtenances
thereto, the "Company Properties"). To the Company's knowledge, the Operating
Partnership or, in the case of Company Properties owned by Subsidiaries, the
Subsidiary or trustee holding legal title solely for the benefit of a Subsidiary
indicated in Schedule 3.13(a)(i), owns good fee simple title to each of the
Company Properties, in each case free and clear of any mortgage lien or deed of
trust except for Permitted Liens or as disclosed in Schedule 3.13(a)(i).
Schedule 3.13(a)(ii) sets forth a complete and accurate list of all real

property leased by the Company or any of its subsidiaries (the "Operating
Leases"). Except for matters which do not, individually or in the aggregate,
have a Material Adverse Effect, each Operating Lease is valid and subsisting
and in full force and effect as against the landlord, with no default by the
Company or any of its Subsidiaries existing thereunder.

(b) To the Company's knowledge, except as disclosed in Schedule 3.13(b),
all of the Company Properties are in compliance with Laws and Regulations
(hereinafter defined) imposed or promulgated by law or any Governmental
Authority which are typical for similar retail properties and none
materially interferes with, impairs, or is violated by, the existence of
any building or other structure or improvement which constitutes a part of, or
the present use, occupancy or operation (or, if applicable, development) of the
Company Properties taken as a whole, and such matters do not, individually or in
the aggregate, have a Material Adverse Effect. Without limiting the generality
of the foregoing, there is no pending, or to the Company's knowledge, threatened
proceeding, action or suit, with respect to all or part of the Company
Properties alleging any violation of any applicable law, regulation, rule,
ordinance or code (collectively, "Laws and Regulations") which, if adversely
decided, would, individually or in the aggregate, have a Material Adverse
Effect.

(c) The Company has provided to Buyer an accurate rent roll for each
Company Property (each in the form of Exhibit N) as at August 1, 1997 (the "Rent
Roll"), which identifies each lease of space in each Company Property
(collectively, the "Company Leases"). With respect to each of the Company
Leases listed in Schedule 3.13(c) (collectively, the "Material Company
Leases"), except as set forth in Schedule 3.13(c) and except for matters which
do not, individually or in the aggregate, have a Material Adverse Effect, (i)
each of the Material Company Leases is valid and subsisting and in full force
and effect as against the Operating Partnership or the Subsidiary, as
applicable, and, to the Company's knowledge, as against the tenant thereunder,
(ii) none of the Company or any of its Subsidiaries has received any written
notice (which remains outstanding) from any tenant under any Material Company
Lease of the intention of such tenant to vacate, (iii) except as set forth in
Schedule 3.13(c), no tenant under any of the Material Company Leases has any
purchase options or kick-out rights, and (iv) except as set forth in Schedule
3.13(b), no tenant under any Material Company Lease has any right of early
termination (other than in the case of casualty, condemnation or default by
landlord). The Company has provided to Buyer an accurate delinquency report, as
at July 31, 1997, for each Material Company Lease.

(d) Except as set forth in the Rent Roll or in Schedule 3.13(d) hereto, and
except for any certain rights of first refusal which may be set forth in the
sections of the partnership agreements referenced in Schedule 3.4(d) and which
relate to partnerships in which the Company, directly or indirectly, owns less
than a 100% interest, none of the Company or any of its Subsidiaries has granted
any outstanding options or has entered into any outstanding contracts with
others for the sale, mortgage, pledge, hypothecation, assignment, or other
transfer of all or any part of any Company Properties, and no person has any
right or option to acquire, or (except with respect to any Company Leases that
are not Material Company Leases) right of first refusal with respect to, the
Company's or any of its Subsidiaries' interest in any Company Property or any
part thereof.

(e) Schedule 3.13(e) contains a list of each Company Property for which the
Company has a valid and enforceable option or other agreement to purchase
(collectively, the "Development Properties") and a brief description of the
development or rehabilitation intended by the Company or any Subsidiary to
be carried out or completed thereon (collectively, the "Projects"), including
any budget and development or rehabilitation schedule therefor prepared by or
for the Company or any Subsidiary (collectively, the "Development Budget and
Schedule"). Other than with respect to the Development Properties, no similar
project is under consideration as to which the Company will expend more than
$50,000 before subjecting the property under consideration to such an option or
agreement to purchase.

(f) Schedule 3.13(f) sets forth a complete and accurate list of all
material commitments, signed letters of intent or similar written or oral
understandings which the parties have determined shall be reduced to writing
made or entered into between the Company and another person or any of its
Subsidiaries as of the date hereof (i) to lease any space larger than 25,000
rentable square feet at any of the Company Properties, (ii) to sell, mortgage,
pledge or hypothecate any Company Property, or (iii) to purchase any real
property, which, in any such case, has not yet been reduced to a written lease
or contract, and sets forth with respect to each such commitment, signed letter
of intent or other understanding the principal terms thereof. No commitments,
letters of intent or similar written understandings as to the matters referred
to above and not set forth on Schedule 3.13(f) have been entered into by the
Company or any of its Subsidiaries other than in the ordinary course of conduct
of the Company's business.

(g) The Company and each of its Subsidiaries have good and sufficient title
to all the personal and non-real properties and assets reflected in their books
and records as being owned by them (including those reflected in the balance
sheets of the Company and its Subsidiaries as of June 30, 1997, except as since
sold or otherwise disposed of in the ordinary course of business), free and
clear of all Liens, except for Permitted Liens which are not, individually or in
the aggregate, reasonably expected to have a Material Adverse Effect.

(h) There is no pending or, to the Company's knowledge, threatened
proceeding, suit or action against the Company which, if adversely decided,
would prevent or materially delay the consummation of the transaction
contemplated herein or materially adversely affect the Company Property.

(i) There is no material misstatement or omission in the foregoing
representations except for such matters as are existing in the ordinary course
of the conduct of the Company's business and which do not, individually or in
the aggregate, have a Material Adverse Effect.

Section 3.14 "Environmental Matters." (a) To the Company's knowledge, each
of the Company and its Subsidiaries has obtained, and now maintains as currently
valid and effective, all material permits required of it under the Environmental
Laws (the "Environmental Permits") in connection with the existing operation of
its businesses and properties, all of which are listed in Schedule 3.14(a)(i).
To the Company's knowledge, except as disclosed in the Executive Summaries of
the Company Environmental Reports or in Schedule 3.14(a)(i), each of the
Company and its Subsidiaries, and each Company Property is in compliance with
all terms and conditions of the Environmental Permits and all Environmental
Laws, except (i) to an extent

which would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect and (ii) matters relating to the spill of
gasoline at the site of the Shell Food Mart (the "Shell Site") at ▇▇▇▇▇▇▇
Crossing Shopping Center in Jackson, Michigan. The Shell Site was the scene of
two gasoline spills as described in the Phase I Environmental Assessment for
the ▇▇▇▇▇▇▇ Crossing Shopping Centers, prepared for Ramco ▇▇▇▇▇▇▇▇▇▇, Inc. and
RPS Realty Trust by McLaren/▇▇▇▇ Engineers Midwest, Inc., Project No.
07.0803063.001, February 6, 1995, a portion of which is attached hereto in
Schedule 3.14(a)(ii). The operator (▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Petroleum, Inc.) and prior
owner of the Shell Site have executed agreements containing indemnification
provisions in favor of the Company which are attached in Schedule 3.14(a)(ii)
(such agreements being in full force and effect). To the Company's knowledge,
consultants have been retained by the operator with regard to efforts to
remediate the Shell Site. Remedial action has been initiated by the operator.
A property owner adjacent to the Shell Site has initiated litigation against
the Company, the Shell Site operator and the prior owner with regard to the
effect of the spills on the adjacent property. That matter is pending. Except
as described above, the Company has no knowledge of any circumstances that may
prevent or interfere with such compliance in the future.

(b) Each of the Company and its Subsidiaries has given Buyer access to all
files in its possession or subject to its control containing material written
information and written communications (whether from a Government Authority,
citizens' group, employee or other person) regarding (x) alleged or suspected
noncompliance of any of the Company Properties with any Environmental Laws or
Environmental Permits or (y) alleged or suspected liability of the Company or
its Subsidiaries under any Environmental Law. No such noncompliance or
liability would, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.

(c) To the Company's knowledge, no actions by a Government Authority have
been taken or are in process concerning Environmental Claims which are
reasonably likely to subject any Company Property to environmental liens or
other environmental related encumbrances.

(d) Except as described in Section 3.14(a), no Environmental Claim with
respect to the operations or the businesses of the Company or its Subsidiaries,
or with respect to the Company Properties, has been asserted or, to the
Company's knowledge, threatened, and remains outstanding and, to the Company's
knowledge, no circumstances exist with respect to the Company or its
Subsidiaries or the Company Properties that would reasonably be expected to
result in any Environmental Claim being asserted, in any such case, against (i)
the Company or its Subsidiaries, or (ii) to the Company's knowledge, any person
whose liability for any Environmental Claims the Company or its Subsidiaries has
or may have retained or assumed either contractually or by operation of law,
except, in the case of each of the foregoing, to the extent the same would not,
individually or in the aggregate, reasonably be expected to have a Material
Advance Effect.

(e) Except as disclosed in Schedule 3.14(e) or set forth in the Executive
Summaries of the Company Environmental Reports, (i) none of the Company or its
Subsidiaries has been notified or, to the Company's knowledge, anticipates
being notified of potential responsibility in connection with any site that has
been placed on, or proposed to be placed on, the National

Priorities List or its state or foreign equivalents pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), 42 U.S.C. Section 9601 et seq., or analogous state or foreign
laws, (ii) to the Company's knowledge, no Materials of Environmental Concern
(other than materials which are not introduced into the locale by or as a
result of human intervention) are present on, in or under any Company Property
in a manner or condition that is reasonably likely to give rise to an
Environmental Claim which would, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, (iii) to the Company's
knowledge, none of the Company or its Subsidiaries has Released or arranged for
the Release of any Materials of Environmental Concern at any location to an
extent or in a manner which, individually or in the aggregate, would reasonably
be expected to result in a Material Adverse Effect, and (iv) to the Company's
knowledge, no underground storage tanks, disposal areas (except disposal
facilities customarily used in connection with shopping center operations) or
disused industrial equipment is present at any Company Property.

(f) Schedule 3.14(f) contains a list of the most recent Phase I (as defined
by ASTM Standard 1527-97) environmental report prepared for the Company or its
Subsidiaries or otherwise in the possession of any of them with respect to the
environmental condition of any Company Property (collectively, the "Company
Environmental Reports"). Copies of the executive summaries or conclusions
included in the Company Environmental Reports (collectively, the
"Executive Summaries of the Company Environmental Reports") have previously been
delivered by the Company to Buyer. Copies of each of the Company Environmental
Reports will be delivered or made available to Buyer within five Business Days
from the date hereof. Except as disclosed in Schedule 3.14(a)(i) and (ii) or in
the Company Environmental Reports, the Executive Summaries of the Company
Environmental Reports disclose all matters known to the Company in respect of
the environmental condition (including violations of Environmental Laws,
Environmental Claims and the presence or Release of any Materials of
Environmental Concern) of the Company Properties that are individually or in the
aggregate, reasonably expected to result in a Material Adverse Effect (it being
understood, however, that reference in the Executive Summaries of the Company
Environmental Reports to other environmental reports, investigations,
assessments or other documents shall not constitute disclosure of the contents
thereof except to the extent such contents are fully in the Executive Summaries
of the Company Environmental Reports).

(g) For purposes hereof, the terms listed below shall have the following
meanings:

(i) "Claim" shall mean all actions, causes of action, suits,
controversies,promises, trespasses, damages, judgments, executions, claims,
liabilities and demands whatsoever, in law or equity.

(ii) "Environmental Claim" shall mean any outstanding Claim
investigation or notice (written or oral) by any person alleging potential
liability (including potential liability for investigatory costs, cleanup
costs, governmental response costs, natural resources damages, property
damages, personal injuries or fatalities, or penalties) arising out of,
based on or resulting from (A) the presence, generation, transportation,
treatment, use, storage, disposal or Release of Materials of Environmental
Concern or the threatened Release of Materials of Environmental Concern at
any

location, or (B) activities or conditions forming the basis of any
violation, or alleged violation of, or liability or alleged liability
under, any Environmental Law.

(iii) "Environmental Laws" shall mean applicable federal, state, local,
provincial, municipal and foreign laws, ordinances, rules, by-laws, orders,
statutes, regulations, agreements with federal, state, local, provincial or
municipal authorities, treaties, relating to the pollution or protection of
the environment or of flora or fauna or their habitat or of human health and
safety, or to the cleanup or restoration of the environment, including, but
not limited to, any laws relating to (A) generation, treatment, storage,
disposal or transportation of wastes, emissions or discharges or protection
of the environment from the same, and (B) exposure of persons to, or Release
or threat of Release of, Materials of Environmental Concern.

(iv) "Materials of Environmental Concern" shall mean all chemicals,
pollutants, contaminants, wastes, toxic substances, petroleum or any
fraction thereof, petroleum products and hazardous substances (as defined in
Section 101(14) of CERCLA, 42 U.S.C. Section 6601(14)), or solid or
hazardous wastes as now defined and regulated under any Environmental Laws.

(v) "Release" shall mean any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration.

Section 3.15 "Employees and Employee Benefit Plans." (a) Schedule 3.15(a)
sets forth a complete and accurate list of all employment agreements with
employees of the Company or any of its Subsidiaries. Except for the employees
who are parties to such employment agreements, all of the employees of the
Company and each of its Subsidiaries are employed on an at-will basis (except
for restrictions or limitations on the at-will basis of such employees imposed
by general principles of law or equity).

(b) The Company Reports or Schedule 3.15(b) sets forth a complete and
accurate list of all Employee Benefit Plans and all material Benefit
Arrangements which affect Employees of the Company or any of its Subsidiaries
(the "Company Plans"). With respect to each Company Plan, the Company has
made available (including for copying) to Buyer true and complete copies of (i)
the plans and related trust documents and amendments thereto, (ii) the most
recent summary plan descriptions, if any, and the most recent annual report, if
any, and (iii) the most recent actuarial valuation (to the extent applicable).

(c) With respect to each Company Plan, (i) the Company and each of its
Subsidiaries is in compliance in all material respects with the terms of each
Company Plan and with the requirements prescribed by all applicable statutes,
orders or governmental rules or regulations, (ii) there is no, and never has
been any, Pension Plan included in the Company Plans, and (iii) none of the
Company or any of its Subsidiaries has any funding commitment or other
liabilities except as reserved for in the financial statements in or
incorporated by reference into the Company Reports, and, in the case of clause
(i) through (iii), except for such matters as would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) None of the Company or any of its Subsidiaries has made any commitment
to establish any new Employee Benefit Plan, to modify any Employee Benefit
Plan, or to increase benefits or compensation of Employees of the Company or
any of its Subsidiaries (except for normal increases in compensation consistent
with past practices), and to the Company's knowledge, no intention to do so has
been communicated to Employees of the Company or any of its Subsidiaries.

(e) There are no pending or, to the Company's knowledge, anticipated claims
against or otherwise involving any of the Company Plans or any fiduciaries
thereof with respect to their duties to the Plans and no suit, action or other
litigation (excluding claims for benefits incurred in the ordinary course of
Company Plan activities) has been brought against or with respect to any such
Company Plans.

(f) Neither the Company, the Operating Partnership or any entity under
"common control" with the Company or the Operating Partnership within the
meaning of Section 4001 of ERISA has contributed to, or been required to
contribute to, any "multiemployer plan" (as defined in Section 3(37) and
4001(a)(3) of ERISA) and neither the Company, the Operating Partnership, or any
ERISA Affiliate of either of the Company or the Operating Partnership
maintains, has maintained, or is or has been required to contribute to any
Pension Plan subject to Title IV of ERISA or to Section 302 of ERISA or Section
412 or 4971 of the Code.

(g) Except as set forth on Schedule 3.15(g), the Company and its
Subsidiaries do not maintain or contribute to any plan or arrangement which
provides or has any liability to provide life insurance, medical or other
employee welfare benefits to any Employee or former Employee upon his
retirement or termination of employment and, to the Company's knowledge, the
Company and its Subsidiaries have never represented, promised or contracted
(whether in oral or written form) to any employee or former employee that such
benefits would be provided.

(h) For purposes hereof, "Employee Benefit Plans" means each and all
"employee benefit plans" as defined in Section 3(3) of ERISA maintained or
contributed to by a party hereto or in which a party hereto participates or
participated and which provides benefits to Employees, including (i) any such
plan that are "employee welfare benefit plans" as defined in Section 3(l) of
ERISA, including retiree medical and life insurance plans ("Welfare Plans"),
and (ii) any such plans that constitute "employee pension benefit plans" as
defined in Section 3(2) of ERISA ("Pension Plans"). "Benefit Arrangements"
means life and health insurance, hospitalization, savings, bonus, deferred
compensation, incentive compensation, holiday, vacation, severance pay, sick
pay, sick leave, disability, tuition refund, service award, company car,
scholarship, relocation, patent award, fringe benefit, individual employment,
consultancy or severance contracts and other polices or practices of a party
hereto providing employee or executive compensation or benefits to Employees,
other than Employee Benefit Plans. "Employees" mean all current employees,
former employees and retired employees of a party hereto or any of its
Subsidiaries, including employees on disability, layoff or leave status.
"Controlled Group Liability" means any and all liabilities under (i) Title IV
of ERISA, (ii) Section 302 of ERISA, (iii) Sections 412 and 4971 of the Code,
(iv) the continuation coverage requirements of Section 601 et seq, of ERISA and
Section 4980B of the Code, and (v) corresponding or similar

provisions of foreign laws or regulations, other than such liabilities that
arise solely out of, or relate solely to, the Plans.

(i) With respect to any Pension Plan, Welfare Plan or Benefit Arrangement,
there does not now exist, nor do any circumstances exist that could result in,
any Controlled Group Liability that would be a liability of the Company
following the Closing. Without limiting the generality of the foregoing,
neither the Company nor any ERISA Affiliate has engaged in any transaction
described in Section 4069 or Section 4212(c) of ERISA.

(j) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (either alone or in
conjunction with any other event) result in, cause the accelerated vesting or
delivery of, or increase the amount or value of, any payment or benefit to any
employee of the Company, except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

Section 3.16 "Labor Matters." Except as set forth in Schedule 3.16, none of
the Company or any of its Subsidiaries is a party to, or bound by, any
collective bargaining agreement, contract or other agreement or understanding
with a labor union or labor union organization. Except for the matters set
forth in Schedule 3.16 (none of which matters would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect), there is
no unfair labor practice or labor arbitration proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of its
Subsidiaries. To the knowledge of the Company, there are no organizational
efforts with respect to the formation of a collective bargaining unit presently
being made or threatened involving employees of the Company or any of its
Subsidiaries.

Section 3.17 "Affiliate Transactions." Schedule 3.17 sets forth a complete
and accurate list of all transactions, series of related transactions or
currently proposed transactions or series of related transactions entered into
by the Company or any of its Subsidiaries since September 30, 1996 which were
not entered into in the ordinary course of business and are of the type
required to be disclosed by the Company pursuant to Item 404 of Regulation S-K
of the Securities Laws. A true and complete copy of all agreements or
contracts relating to any such transaction has been made available to Buyer.

Section 3.18 "Insurance." The Company and the Operating Partnership
maintain insurance policies covering the assets, business, equipment,
properties, operations, employees, officers and directors of the Company and
each of its Subsidiaries (collectively, the "Insurance Policies" ) which are
of a type and in amounts customarily carried by persons conducting businesses
similar to those of the Company and the Operating Partnership. There is no
material claim by the Company or any of its Subsidiaries pending under any of
the material Insurance Policies as to which coverage has been questioned, denied
or disputed by the underwriters of such policies.

Section 3.19 "Proxy Statement." The Proxy Statement and all of the
information included or incorporated by reference therein (other than any
information supplied or to be supplied by Buyer, Kimco and the Advancing Party
for inclusion or incorporation by reference

therein) will not, as of the date such Proxy Statement is first mailed to the
shareholders of the Company and as of the time of the meeting of the
shareholders of the Company in connection with the transactions contemplated
hereby, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading. The Proxy Statement will comply as to form in all material
respects with the provisions of the Exchange Act and the rules and regulations
promulgated by the SEC thereunder.

Section 3.20 "Maryland Takeover Law." The terms of Section 3-602 and
Subtitle 7 of Title 3 of the Corporations & Associations Code of Maryland will
not apply to Buyer, the Advancing Party, Kimco, any assignee of Buyer, the
Advancing Party or Kimco, any Units Purchase or Stock Purchase, the
Reorganization, the Buyer Reorganization or any other transaction contemplated
hereby.

Section 3.21 "Vote Required." The affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote
hereon and duly present in person or by proxy at a meeting duly called to vote
hereon is the only vote of the holders of any class or series of the Company's
capital stock necessary to approve this Agreement, the Registration Rights
Agreement, the Reorganization Documents, the Amended Company Declaration, the
Buyer Reorganization Agreement, and the transactions contemplated hereby and
thereby, including, without limitation, the Reorganization and the Buyer
Reorganization.

Section 3.22 "Brokers or Finders." No agent, broker, investment banker or
other firm or person, including any of the foregoing that is an Affiliate of
the Company, is or will be entitled to any broker's or finder's fee or any
other commission or similar fee from the Company in connection with this
Agreement or any of the transactions contemplated hereby for which Buyer will
be responsible.

Section 3.23 "Knowledge Defined." As used herein, the phrase "to the
Company's knowledge" (or words of similar import) means the actual, unimputed
knowledge of the members of the Board of Trustees of Ramco-▇▇▇▇▇▇▇▇▇▇
Properties Trust and of those other individuals identified in Schedule 3.23,
and includes any facts, matters or circumstances set forth in any written
notice from any Government Authority or any other material written notice
received by Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust or any Subsidiary, and also
including any matter of which Buyer informs Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust
in writing. The members of the Board of Trustees of Ramco-▇▇▇▇▇▇▇▇▇▇
Properties Trust and the individuals identified in Schedule 3.23 constitute all
relevant persons in Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust who know of the facts
being represented.

Section 3.24 "Disclosure of Facts." To the Company's knowledge there are no
facts peculiar to the Company or the Operating Partnership that the Company has
not disclosed to Buyer and the Advancing Party that materially and adversely
affect or, insofar as the Company reasonably can foresee, will materially and
adversely affect, the business, financial condition, assets, results of
operations or prospects of the Company, the Subsidiaries, or the Operating
Partnership.

Section 3.25 "Construction of Material Adverse Effect." For purposes of the
construction of any representation and warranty in this Section 3, and as to
the accuracy thereof, the term "Material Adverse Effect" shall be considered in
each and every event on an aggregate basis with all other representations and
warranties which contain an exception for Material Adverse Effect such that, if
and when one or more of such representations and warranties, considered in the
aggregate, prove to be inaccurate to the extent that either of the amounts
established in the definition of Material Adverse Effect is exceeded, then all
such representations and warranties which are subject to exception based on
Material Adverse Effect shall, if inaccurate in any respect, be deemed to be
inaccurate without regard to an exception for Material Adverse Effect and the
amount or amounts involved in each such inaccuracy shall be determined as if no
such exception was present.

Section 3.26 "JCP Realty." The number of Operating Partnership Units
currently held by JCP Realty is 89,063.

Section 3.27 "Formation of Maryland Trust." The Company has caused to have
been formed the Maryland Trust in Maryland and has caused it to enter into the
Joinder Agreement.

Section 3.28 "Business of Maryland Trust." The Maryland Trust has no
obligations, Liabilities and does not carry on any activities, and until the
Reorganization will not incur any obligations or Liabilities or conduct any
activities.

ARTICLE 4

Representations and Warranties of Buyer and the Advancing Party

Buyer and the Advancing Party hereby severally and not jointly represent and
warrant to the Company as follows:

Section 4.1 "Organization." (a) Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Maryland.
Buyer has all requisite corporate power and authority to own, operate, lease
and encumber its properties and carry on its business as now conducted, and to
enter into this Agreement, the Registration Rights Agreement, the
Buyer/Colorado Sharing Agreement, the Buyer/Kimco Share Purchase Agreement and
the Buyer Reorganization Agreement, and to perform its obligations hereunder
and thereunder.

(b) Based solely upon representations made by Kimco to the Buyer in the
Buyer/Kimco Share Purchase Agreement and without independent investigation by
Buyer, Kimco is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland, and has all requisite
organizational power and authority to open, operate, lease and encumber its
properties and carry on its business as now conducted, and to enter, and
perform the Buyer/Kimco Share Purchase Agreement. A true, complete and correct
copy of the Buyer/Kimco Share Purchase Agreement is attached as Exhibit E.

(c) The Advancing Party is composed of (i) the Colorado Investor, (ii)
Stichting Pensionfonds ABP, (iii) Stichting Bedrijspensioenfonds Voor De
Metaalnijverheid, (iv) The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Special Situations Funds I
and II, L.P., and (v) MS Real Estate Special Situations Inc.

(d) MSAM is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware. MSAM has all requisite power
and authority to own and operate its properties and carry on its business as
now conducted. MSAM is duly authorized to enter into this Agreement and to
consummate the transactions contemplated hereby on behalf of the Advancing
Party.

Section 4.2 "Due Authorization." The execution, delivery and performance
of this Agreement, the Registration Rights Agreement, the Buyer/Colorado Sharing
Agreement, the Buyer Reorganization Agreement and the Buyer/Kimco Share Purchase
Agreement have been duly and validly authorized by all necessary corporate
action on the part of Buyer. MSAM is duly authorized to enter into and perform
this Agreement, the Registration Rights Agreement, the Buyer/Colorado Sharing
Agreement, the Buyer Reorganization Agreement and the Buyer/Kimco Share Purchase
Agreement, on behalf of itself and the Advancing Party. This Agreement has been
duly executed and delivered by each of Buyer and MSAM on behalf of the Advancing
Party and constitutes the valid and legally binding obligations of Buyer and the
Advancing Party, enforceable against Buyer or the Advancing Party, as the case
may be, in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights or
general principles of equity.

Section 4.3 "Conflicting Agreements and Other Matters." Neither the
execution and delivery of this Agreement, the Registration Rights Agreement,
the Buyer/Colorado Sharing Agreement, the Buyer Reorganization Agreement and
the Buyer/Kimco Share Purchase Agreement nor the performance by Buyer or MSAM on
behalf of the Advancing Party, as the case may be, of its obligations hereunder
will conflict with, result in a breach of the terms, conditions or provisions
of, constitute a default under, or require any consent, approval or other action
by or any notice to or filing with any Government Authority pursuant to, the
organizational documents or agreements of Buyer, MSAM or any member of the
Advancing Party, as the case may be, or any agreement, instrument, order,
judgment, decree, statute, law, rule or regulation by which Buyer or MSAM, as
the case may be, is bound, except for filings with Governmental Authorities
which have been accomplished and after any Closing to the extent required under
Section 13(d) of the Exchange Act.

Section 4.4 "Acquisition for Investment, Sophistication, Source of Funds."
(a) Buyer is acquiring the Preferred Units being purchased by it, including
those purchased on behalf of the Colorado Investor and MSAM, on behalf of
the Advancing Party, and Kimco will be acquiring the Company Preferred Stock
being received in the Buyer Reorganization or purchased by it, in each case, for
its own account for the purpose of investment and not with a view to or for sale
in connection with any distribution thereof. Neither Buyer, MSAM, the Advancing
Party nor Kimco has a present intention or plan to effect any distribution of
Preferred Units or shares of Company Preferred Stock, provided that the
disposition of Preferred Units and Company Common Stock owned by Buyer and MSAM
on behalf of the Advancing Party, the

Colorado Investor and Kimco shall at all times be and remain within its
respective control, subject to the provisions of this Agreement and the
Registration Rights Agreement. Buyer, Kimco and the Advancing Party are each
able to bear the economic risk of the acquisition of Preferred Units and
Company Preferred Stock pursuant hereto and can afford to sustain a total loss
on such investment, and MSAM, on its own behalf and on that of Buyer and the
other persons included in the Advancing Party and Kimco has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of the proposed investment, and therefore has the capacity
to protect the interests of Buyer, the Advancing Party and Kimco in connection
with the acquisition of Preferred Units and Company Preferred Stock pursuant
hereto.

(b) Subject to the provisions of Section 10.1, at the Initial Closing and
at each subsequent Closing, the Advancing Party, shall have available and
advance to Buyer all of the funds necessary to satisfy Buyer's obligations
hereunder and to pay any related fees and expenses in connection with the
foregoing.

Section 4.5 "Proxy Statement." None of the information supplied or to be
supplied by Buyer and MSAM on behalf of itself and the Advancing Party for
inclusion or incorporation by reference in the Proxy Statement will, as of the
date the Proxy Statement is first mailed to the shareholders of the Company
and as of the time of the meeting of the shareholders of the Company in
connection with the transactions contemplated hereby, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.

Section 4.6 "Brokers or Finders." No agent, broker, investment banker or
other firm or person, including any of the foregoing that is an Affiliate of
Buyer or the Advancing Party, is or will be entitled to any broker's or finder's
fee or any other commission or similar fee from Buyer or the Advancing Party in
connection with this Agreement or any of the transactions contemplated hereby
for which the Company will be responsible.

Section 4.7 "Buyer Reorganization." The Buyer Reorganization will not
cause the Company to incur any Liabilities, except that transactional costs
relating to the Buyer Reorganization paid or incurred by the Company or its
Operating Partnership will be for the account of the Company.

ARTICLE 5

Covenants Relating to Closings

Section 5.1 "Taking of Necessary Action." (a) Each party hereto agrees to
use its commercially reasonable best efforts promptly to take or cause to be
taken all action and promptly to do or cause to be done all things necessary,
proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement, the Amended
Partnership Agreement, the Reorganization Documents, the Buyer

Reorganization Agreement, and the Registration Rights Agreement, including,
without limitation, the Reorganization, the adoption, and accomplishment of all
attendant filings to cause to be in full force and effect, the Amended Company
Declaration, and the Buyer Reorganization, subject to the terms and conditions
hereof and thereof.

(b) As promptly as practicable after the date hereof, the Company shall
prepare and file with the SEC a preliminary proxy statement (the "Proxy
Statement") in substantially the form attached hereto as Exhibit O, with such
changes as shall be proposed by the staff of the SEC or by the Company upon
advice of counsel and approved by Buyer (such approval not to be unreasonably
withheld or delayed), by which the Company's stockholders will be asked to
approve the Reorganization, the Buyer Reorganization, the Amended Company
Declaration, the issuance of shares of Company Preferred Stock contemplated
hereby, and any other matter as to which shareholder approval is necessary or
convenient in order to consummate the transactions contemplated in this
Agreement or in the agreements referenced herein. The Proxy Statement as
initially filed with the SEC, as it may be amended and refiled with the SEC and
as it may be mailed to the Company's shareholders, shall be in form and
substance reasonably satisfactory to Buyer and the Advancing Party. The Company
shall use its reasonable efforts to respond to any comments of the SEC, and to
cause the Proxy Statement to be mailed to the Company's shareholders at the
earliest practicable time. As promptly as practicable after the date hereof,
the Company shall prepare and file any other filings required under the Exchange
Act, the Securities Act or any other federal, state or local laws relating to
this Agreement and the transactions contemplated hereby, (the "Other Filings"),
and Buyer shall prepare and file any filings required by the HSR Act. The
Company will notify Buyer promptly of the receipt of any comments from the SEC
or its staff and of any request by the SEC or its staff or any other government
officials for amendments or supplements to the Proxy Statement or any Other
Filing or for additional information and will supply Buyer with copies of all
correspondence between the Company or any of its representatives, on the one
hand, and the SEC, or its staff or any other government officials, on the other
hand, with respect to the Proxy Statement or any Other Filing. The Proxy
Statement and any Other Filing shall comply in all material respects with all
applicable requirements of law. Buyer shall provide the Company all information
about Buyer required to be included or incorporated by reference in the Proxy
Statement or any Other Filing and shall otherwise cooperate with the Company in
taking the actions described in this paragraph. Whenever any event occurs which
is required to be set forth in an amendment or supplement to the Proxy Statement
or any Other Filing, the Company or Buyer, as the case may be, shall promptly
inform the other party of such occurrence and cooperate in filing with the SEC
or its staff or any other government officials, and/or mailing to shareholders
of the Company, such amendment or supplement. Subject to the provisions of
Section 5.7, the Proxy Statement shall include the recommendation of the Board
of the Company that the shareholders of the Company vote in favor of and approve
the Reorganization, the Buyer Reorganization, the Amended Company Declaration,
the issuance of Company Preferred Stock pursuant to this Agreement, the
Reorganization Documents, and the Buyer Reorganization Agreement, including,
without limitation, the Reorganization, the adoption, and accomplishment of all
attendant filings to cause to be in full force and effect, the Amended Company
Declaration, and the Buyer Reorganization.

(c) The Company shall call a meeting of its stockholders to be held as
promptly as practicable but not later than June 30, 1998 for the purpose of
voting upon (i) the Reorganization, (ii) the Amended Company Declaration, (iii)
the issuance of Company Preferred Stock in connection with the transactions
contemplated hereby, and (iv) the Buyer Reorganization.

(d) On or before the date hereof, the Company shall have obtained all
necessary consents of the partners of the Operating Partnership to the Amended
Partnership Agreement, and shall have obtained all signatures of said partners
such that the Amended Partnership Agreement is in full force and effect.

(e) If the matters to be voted upon pursuant to Section 5.1(c) are not
approved by the Company's shareholders, then, at Buyer's option, the Company
shall submit such matters to a vote of its shareholders for their approval of
such matters at its next annual meeting of shareholders. Following such
time as the Company's shareholders shall approve such matters as contemplated
hereby, the Company shall take such steps as are necessary or desirable to
facilitate the Reorganization, the Buyer Reorganization, and the automatic
exchange of Preferred Units for Company Preferred Stock in accordance with the
Buyer Reorganization Agreement and the Amended Partnership Agreement.

(f) The Company shall use its commercially reasonable best efforts to
obtain the lender and partner consents set forth in Schedule 3.4(d).

Section 5.2 "Buyer/Colorado Sharing Agreement." At the Initial Closing,
the Buyer and the Colorado Investor shall enter into the Buyer/Colorado
Sharing Agreement.

Section 5.3 "Registration Rights Agreement." At the Initial Closing, the
Company, Buyer and the Advancing Party shall enter into the Registration Rights
Agreement.

Section 5.4 "Reorganization Documents and Joinder Agreement." At the
Initial Closing, the Company and all other indicated persons shall enter into
and deposit in escrow with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ the Reorganization
Documents and the Joinder Agreement pursuant to escrow arrangements established
pursuant to a writing (the "Escrow Letter") by and among the Company, Buyer and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇, dated as of the date hereof (the
"Reorganization Escrow," which term shall include any written agreement or
condition as to such arrangement, and provided that true, correct and complete
copies of the same shall have been delivered at the Initial Closing). If, prior
to the consummation of the Reorganization and the Buyer Reorganization, it is
determined that there is a more advantageous method of structuring the
Reorganization and the Buyer Reorganization in order to achieve the intended tax
free treatment of the Reorganization and the Buyer Reorganization, the parties
agree to modify the Reorganization Documents and the Buyer Reorganization
Agreement so as to accomplish such aim.

Section 5.5 "Buyer Reorganization Agreement." At the Initial Closing, the
Maryland Trust, the Company the Advancing Party and the Buyer shall enter into
the Buyer

Reorganization Agreement and shall cause the Buyer Reorganization Agreement to
be placed in the Reorganization Escrow.

Section 5.6 "Company Preferred Stock." If, at the meeting of the
shareholders of the Company held pursuant to Section 5.1(c), the proposals set
forth in Section 5.1(c) are not approved, then, and thereafter the Buyer and
the Colorado Investor may notice the redemption of Preferred Units in
accordance with Section 11.7 of the Amended Partnership Agreement and exercise
their rights as set forth under the Registration Rights Agreement.

Section 5.7 "Atlantic Tax Agreement." The Atlantic Tax Agreement shall not
be amended in any manner and the obligations of Atlantic Realty Trust shall not
be waived or Atlantic Realty Trust shall not be released from its obligations
thereunder without the consent of Buyer, which consent may be withheld in
Buyer's sole and absolute discretion.

Section 5.8 "Public Announcements; Confidentiality." (a) Subject to each
party's disclosure obligations imposed by law and any stock exchange or similar
rules and the confidentiality provisions contained in Section 5.8(b), the
Company, Kimco, the Advancing Party, Buyer will cooperate with each other in
the development and distribution of all news releases and other public
information disclosures with respect to this Agreement, the Reorganization
Documents, the Buyer Reorganization Agreement, the Amended Company Declaration
and the Amended Partnership Agreement, and any of the transactions contemplated
hereby or thereby or by documents referred herein or therein. Pursuant to the
terms of the Buyer/Kimco Share Purchase Agreement, Kimco has agreed to observe
the provisions of this Section 5.8(a)

(b) Buyer and the Advancing Party and Kimco each agree that all information
provided to Buyer and the Advancing Party or any of their representatives
pursuant to this Agreement shall be kept confidential, and neither Buyer nor
the Advancing Party shall disclose such information to any persons other than
the directors, officers, employees, financial advisors, legal advisors,
accountants, consultants and affiliates of Buyer and the Advancing Party who
reasonably need to have access to the confidential information and who are
advised of the confidential nature of such information; provided, however, the
foregoing obligation of Buyer and the Advancing Party shall not (i) relate to
any information that (1) is or becomes generally available other than as a
result of unauthorized disclosure by Buyer or the Advancing Party or by persons
to whom Buyer or the Advancing Party has made such information available, (2)
is or becomes available to Buyer or the Advancing Party on a non-confidential
basis from a third party that is not, to Buyer's or the Advancing Party's
knowledge, bound by any other confidentiality agreement with the Company, or
(ii) prohibit disclosure of any information if required by any instrument
governing the Advancing Party or the management of its affairs or the affairs
of its constituent members, law, rule, regulation, court order or other legal
or governmental process. Pursuant to the terms of the Buyer/Kimco Share
Purchase Agreement, Kimco has agreed to observe the provisions of this Section
5.8(b).

Section 5.9 "Conduct of the Business." Except for transactions
contemplated hereby, during the period from the date hereof to February 1,
1999 (or such earlier date on which the Remaining Equity Commitment is equal
to zero) the Company will, except as otherwise

consented to or approved by Buyer in writing or as permitted or required
hereby, conduct the business of the Company and its Subsidiaries and engage in
transactions only in the ordinary course, and during the period from the date
hereof to the date on which the Company Preferred Stock and the Preferred Units
(if applicable) shall have been converted to Company Common Stock in accordance
with the Amended Company Declaration or the Amended Partnership Agreement, as
applicable, the Company will not, except as otherwise consented to or approved
by Buyer in writing or as permitted or required hereby:

(a) change any provision of the Amended Company Declaration or the
Amended By-laws of the Company in a manner that would be adverse to Buyer or
change any provision of the Amended Partnership Agreement in a manner that
would be adverse to Buyer or the shareholders of the Company, considered as
a whole prior to the time at which Buyer purchases Purchased Shares, the
Company will not take any steps which pursuant to Sections 4(b),(c) and (d)
of the Articles Supplementary require the consent or vote of the holders of
51% of the outstanding shares of Company Preferred Stock without the
consent of Buyer; or

(b) except for Permitted Issuances, change the number of shares of the
authorized or issued capital stock of the Company or issue or grant any
option, warrant, call, commitment, subscription, right to purchase or
agreement of any character relating to the authorized or issued capital
stock of the Company, or any securities convertible into shares of
such stock (including Operating Partnership Units), or split, combine or
reclassify any shares of the capital stock of the Company or declare, set
aside or pay any extraordinary dividend or other distribution (whether in
cash, stock or property or any combination thereof) in respect of the
capital stock of the Company, or redeem or otherwise acquire any shares of
such capital stock.

Notwithstanding the foregoing, the parties acknowledge that the Company has
entered into a purchase agreement with certain clients advised by DRA pursuant
to which it has agreed, subject to various conditions and contingencies, to
purchase 15 shopping centers owned by DRA in the southeastern United States.
The Company is presently engaging in a due diligence investigation of such
shopping centers. Each of the Buyer and the Advancing Party hereby consent to
the proposed transaction with DRA.

Section 5.10 "No Solicitation of Transactions." Unless and until this
Agreement is terminated in accordance with its terms, none of the Company or
its Subsidiaries shall, directly or indirectly, through any officer, trustee,
director, agent or otherwise, initiate, solicit or knowingly encourage
(including by way of furnishing non-public information or assistance), or take
any other action to facilitate knowingly, any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
competing transaction, or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a competing transaction, or agree to or endorse any competing
transaction, or authorize or knowingly permit any of the officers, trustees,
directors or employees of such party or any of its subsidiaries or any
investment banker, financial advisor, attorney, accountant or other
representative retained by such party or any of such party's subsidiaries to
take any such action, and the Company shall notify Buyer orally (within one
Business Day) and in writing (as

promptly as practicable) of all of the relevant details relating to all
inquiries and proposals which it or any of its Subsidiaries or any such
officer, director, employee, investment banker, financial advisor, attorney,
accountant or other representative may receive relating to any of such matters
and if such inquiry or proposal is in writing, the Company shall deliver to
Buyer a copy of such inquiry or proposal.

Section 5.11 "Information and Access." From the date hereof until such date
as the Remaining Equity Commitment shall be zero, a Qualified Underwritten
Offering shall have occurred and the Company Preferred Stock shall have been
converted to Company Common Stock in accordance with the Amended Company
Declaration, (i) the Company and its Subsidiaries shall afford to Buyer and
Buyer's accountants, counsel and other representatives full and reasonable
access during normal business hours (and at such other times as the parties may
mutually agree) to its properties, books, contracts, commitments, records and
personnel and, during such period, shall furnish promptly to Buyer (1) a copy of
each report, schedule and other document filed or received by it pursuant to the
requirements of the Securities Laws, and (2) all other information concerning
their businesses, personnel and the Company Properties as Buyer may reasonably
request and is such as the Company provides so other holders of a substantial
portion of Company Stock (subject, however, to the limitations of the Securities
Laws), and (ii) Buyer shall have the right to conduct or cause to be conducted
an environmental inspection and review of any Company Properties or request that
the Company update, at Buyer's expense, any existing environmental reports,
reviews or inspections thereof, in which case the Company shall promptly so
update its environmental reports, reviews and inspections and cause them to be
certified to Buyer by the firm or person who has prepared such report or
conducted such review or inspection. Buyer and its accountants, counsel and
other representatives shall, in the exercise of the rights described in this
Section, not unduly interfere with the operation of the businesses of the
Company or its Subsidiaries.

Section 5.12 "Notification of Certain Matters." Each of Buyer, the
Advancing Party, Kimco and the Company shall use its good faith efforts to
notify the other parties in writing of its discovery of any matter that would
render any of such party's or the other party's representations and warranties
contained herein untrue or incorrect in any material respect, but the failure
of any party to so notify the other parties shall not be deemed a breach
of this Agreement.

ARTICLE 6

Certain Additional Covenants

Section 6.1 "Resale." Buyer, the Advancing Party and Kimco each
acknowledge and agree that the Preferred Units and Company Preferred Stock that
Buyer or the Advancing Party, as the case may be, will acquire in any Stock
Purchase will not, as of the relevant Closing thereof, be registered under
the Securities Act or the securities laws of any state and that Preferred Units
and shares of Company Preferred Stock may be sold or otherwise disposed of
only in one or more transactions registered under the Securities Act and, where
applicable, such

state securities laws or as to which an exemption from the registration
requirements of the Securities Act and, where applicable, such state securities
laws is available.

Section 6.2 "Use of Funds." The Company shall use the funds received from
the Units Purchases and Stock Purchases for the repayment of existing or future
indebtedness (of either the Company or the Operating Partnership), or the
acquisition or development by the Operating Partnership of assets or to meet its
operating objectives in purchasing or redeveloping retail properties of the
nature operated by Ramco- ▇▇▇▇▇▇▇▇▇▇ Properties Trust on September 30, 1997 and
shall not use any funds received directly or indirectly from Units Purchase or
Stock Purchases to effect purchases of Company Stock, nor shall the Company
require that any Subsequent Purchase be effected to directly or indirectly
replenish funds used to effect purchases of Company Stock.

Section 6.3 "REIT Status." From and after the date hereof but subject to
any limitations that may be imposed by virtue of the Tax Case, and so long as
Buyer, Kimco or the Advancing Party owns 2% or more of the outstanding Company
Stock, the Company will elect to be taxed as a REIT in its federal income tax
returns, will comply with all applicable laws, rules and regulations of the
Code relating to a REIT, and will not take any action or fail to take any
action which could reasonably be expected to, alone or in conjunction with any
other factors, result in the loss of its status as a REIT for federal income tax
purposes.

Section 6.4 "Amended Company Declaration." Subject to the approvals of the
Company's shareholders at the Shareholders Meeting, as aforesaid, the Amended
Company Declaration will have been duly executed and recorded such that it is
the operative organization document of the Company, and the shares of Company
Preferred Stock will have been duly and validly issued to the Advancing
Party in accordance with the terms of this Agreement, the Buyer Reorganization
Agreement and the Amended Company Declaration.

Section 6.5 "UBTI Covenant." The Operating Partnership covenants to
operate in such manner so as to not generate unrelated business taxable income
under Sections 511 through 514 of the Code in excess of $200,000 in any
taxable year.

Section 6.6 "Guarantee." The Advancing Party hereby unconditionally and
irrevocably guarantees and agrees to be responsible for the payment and
performance of all of Buyer's obligations hereunder.

Section 6.7 "Conversion, Redemption and Adjustments." Operating
Partnership Units will be redeemed and converted as set forth in the Amended
Partnership Agreement, subject to such adjustments as set forth therein.

Section 6.8 "Preemptive Rights." (a) Until the conclusion of any Qualified
Underwritten Offering and for so long as any Preferred Units or shares of
Company Preferred Stock are outstanding, Advancing Party shall have the rights
set forth in this Section 6.8 as if it was the holder of record and
beneficially of all such outstanding Preferred Units or shares of Company
Preferred Stock. The rights set forth herein are in favor of Advancing Party
and its successors and assigns, provided that any exercise procedures to be
accomplished hereunder shall

be performed by the Advancing Party or its nominee and no other person may
accomplish such procedures or seek to exercise the preemptive right set forth
in this Section 6.8. Absent an express assignment of the rights of Advancing
Party under this Section 6.8, no transfer by Buyer or the Advancing Party of
shares of Company Preferred Stock shall affect the rights of Buyer hereunder.

(b) Advancing Party shall have, as if it were the holder of each and every
of the issued and outstanding shares of Preferred Units or shares of Company
Preferred Stock, at any time and from time to time, the preemptive right to
purchase, in the case of the proposed issuance (other than Permitted Issuances)
by the Company of, or the proposed granting by the Company of shares of, any
class of Company Stock, or any rights to subscribe for or to purchase, or any
options for the purchase of, Company Stock or any stock or securities
convertible into or exchangeable for Company Stock (including, without
limitation, interests in the Operating Partnership) (such rights or options
being hereinafter referred to as "Options" and such convertible or exchangeable
stock or securities being hereinafter referred to as "Convertible Securities").
On each occasion that the Company proposes to issue Company Stock, Options or
Convertible Securities, or any of the foregoing (including, without limitation,
upon the Qualified Underwritten Offering, the conclusion of which will conclude
the preemptive right of the Advancing Party), the Company shall give to Buyer or
Advancing Party prior written notice (the "Company Notice") of its intention, by
first class mail, postage prepaid, addressed at its last address as shown by the
records of the Company describing the same, the price and the specific terms (or
in the context of an offering of Company Stock, Convertible Securities or
Options to the public, a range of price and terms) upon which the Company
proposes to issue the same. Buyer or Advancing Party shall have 15 Business
Days from the date of the receipt by Buyer of the Company Notice to deliver a
notice (the "Rights Exercise Notice") notifying the Company of Buyer's or
Advancing Party's intention to purchase all or a part of its pro rata share of
shares or other securities represented by Company Stock, Options or Convertible
Securities, or any of the foregoing, in accordance herewith, for the price and
upon the terms specified by the Company Notice, such pro rata share to be 19.4%
(or such lesser percentage as may reflect the beneficial ownership of Buyer and
the Colorado Investor of the Company's Common Stock if Buyer defaults or elects
not to purchase any securities hereunder but in the absence of such default or
election, assuming until September 1998, or, if a Final Determination has not
been made with respect to the Tax Case by October 25, 1998, then until February
25, 1999, that Buyer has purchased as at the date hereof all 1,200,000 shares of
Company Preferred Stock the sale and purchase of which is the object of this
Agreement, and assuming thereafter that Buyer is the holder of each and every
outstanding share of Company Preferred Stock) of such shares or securities or
Company Stock, Options or Convertible Securities, or any of the foregoing, and
at a price or prices no less favorable to Buyer or Advancing Party than the
price or prices at which such Company Stock, Convertible Securities or Options
are proposed to be offered for sale to others, less, in the event of any sale
other than a public offering, the per unit amount of any placement fees or
commissions, and in the event of the Qualified Underwritten Offering, less the
per share portion of underwriters' fees, commissions and discounts, and
provided, however, that the purchase of such Company Stock, Convertible
Securities or Options shall be consummated prior to the later of (i) 30 days
after the date of the Rights Exercise Notice and (ii) the date that the Company
consummates the issuance of the Company Stock, Convertible Securities or Options
described in the Company Notice. If, in connection with any proposed

issue of Company Stock, Convertible Securities or Options, the Buyer or
Advancing Party fails to exercise in full its preemptive right as set forth in
this Section 6.8 then, subject to the next following sentence, the Company may
sell the unsold Company Stock, Convertible Securities or Options at any time
within 180 days (60 days in the case of a public offering) thereafter at a
price and upon terms no more favorable to the purchasers thereof than specified
in the Company Notice; provided, that the Company shall not sell or grant, or
permit conversion under, any Capital Stock, Convertible Securities or Options,
or any of the foregoing, after such 180-day period (or 60-day period in the
case of a public offering) without renewed compliance with this Section;
provided, further, that in the case of a widely distributed underwritten public
offering of Company Stock, Convertible Securities or Options, if in the opinion
of the Company and the underwriter, such renewed compliance by the Company with
the procedural requirements hereunder (i.e., timing of notices, etc.) would
otherwise impede the consummation of such public offering, the parties agree to
take such further action as may be reasonably necessary to effectuate such
offering while preserving Buyer's or Advancing Party's substantive preemptive
right hereunder.

(c) The provisions of this Section 6.8 shall not apply to any shares of any
class of the Company Stock or Options or Convertible Securities, or any of them,
(i) issuable upon redemption of Preferred Units, conversion of any Company
Preferred Stock; (ii) issuable upon conversion of Convertible Securities or
the exercise of Options, or both, if Buyer or Advancing Party was offered the
opportunity to purchase such shares or securities, or Convertible Securities
or Options, or both, pursuant to this Section 6.8, and declined the same, or as
to which Buyer or Advancing Party was not given such opportunity by reason of
the application of this Section 6.8; (iii) issuable in connection with stock
splits, stock dividends or recapitalizations as to the effects of which
adjustment will be made as provided elsewhere herein, in the Amended Partnership
Agreement pertaining to the Preferred Units, or in the Amended Company
Declaration pertaining to the Company Preferred Stock; or (iv) issuable to
employees and prospective employees pursuant to any plan or pattern of employee
equity participation set forth in Schedule 3.3(a).

(d) Notwithstanding the foregoing, if and to the extent that on the date of
or following the Reorganization, Buyer is prevented or prohibited from the
exercise in full or in part of its preemptive right to purchase any Securities
due to restrictions on the ownership by Buyer (or any group of holders with
which such Buyer may be affiliated or may be deemed to be affiliated) of
any such Securities, whether under applicable Maryland law, provisions of the
Declaration of Trust, any amendment thereto or by-laws, or by reason of
restrictions applicable for purposes of the Company's continued qualification as
a REIT for purposes of the Code (the "Exercise Restriction"), such number of
Securities required to be purchased pursuant to such preemptive right shall
automatically be reduced to such amount as to not exceed the Exercise
Restriction, and Buyer from time to time thereafter may exercise such right up
to an aggregate number of Securities as is equal to such reduction, subject
always to the restrictions as aforesaid.

Section 6.9 "Qualified Underwritten Offering." Upon the sale by the
Company of Company Common Stock pursuant to a Qualified Underwritten
Offering, Buyer shall purchase $9,700,000 of Company Common Stock in a
concurrent offering at the price to the public less the underwriters' fees,
commissions discounts per share. In addition, Buyer shall have the right

to purchase 19.4% of the amount of a Qualified Underwritten Offering in excess
of $40,300,000.

Section 6.10 "Amended Partnership Agreement (Consolidated and Conformed
Text)" Within five Business Days of the date hereof the Consolidated and
Conformed Agreement of Limited Partnership of Ramco-▇▇▇▇▇▇▇▇▇▇ Properties, L.P.
shall be in final form which final form shall be reasonably satisfactory to
Buyer.

Section 6.11 "Voting Amendments." If, at any time prior to the
Reorganization, Buyer or the Advancing Party, as the case may be, so requests,
the Company will, use its best efforts to take all such actions as may be
necessary to amend the Maryland Trust's declaration of trust or adopt articles
supplementary, in either case (a) to create a new non-voting class of stock
for which Buyer or the Advancing Party shall be entitled to exchange on a share
for share basis such number of shares of its Company Stock as it may deem
necessary or advisable so as not to be deemed to be an Affiliate of the Company
or (b) to otherwise restrict Buyer's or the Advancing Party's voting rights with
respect to such percentage of its Company Stock holding so as not to be deemed
to be an Affiliate of the Company.

ARTICLE 7

Conditions to Closings

Section 7.1 "Conditions of Purchase at Initial Closing." The obligations
of Buyer to purchase and pay for the Purchased Units at the Initial Closing
are subject to satisfaction or waiver of each of the following conditions
precedent:

(a) "Representations and Warranties; Covenants." The representations and
warranties of the Company and the Operating Partnership contained herein shall
have been true and correct in all respects on and as of the date hereof, and
shall be true and correct in all respects on and as of the date of the Initial
Closing and each Closing subsequent to the Initial Closing with the same effect
as though such representations and warranties had been made on and as of the
date of the Initial Closing (except for representations and warranties that
speak as of a specific date or time other than the date of the Initial Closing
(which need only be true and correct in all respects as of such date or time)),
other than, in all such cases, such failures to be true and/or correct as would
not in the aggregate reasonably be expected to have a Material Adverse Effect;
provided, however, that if any of the representations and warranties is already
qualified in any respect by materiality or as to Material Adverse Effect for
purposes of this Section 7.1(a) such materiality or Material Adverse Effect
qualification will be in all respects ignored (but subject to the overall
standard as to Material Adverse Effect set forth immediately prior to this
proviso). The covenants and agreements of the Company and the Operating
Partnership to be performed on or before the date of the Initial Closing in
accordance with this Agreement shall have been duly performed in all respects,
other than (except for the Company's obligation to deliver the Preferred Units
at the Initial Closing, and for the covenants set forth in Sections 5.2, 5.3,
5.4, 5.5, and 6.5, as to which the proviso set forth in this other than clause
shall not apply) for such failures to have been performed as would not in the
aggregate reasonably be expected to have

a Material Adverse Effect (provided, however, that if any such covenant or
agreement is already qualified in any respect by materiality or as to Material
Adverse Effect for purposes of determining whether this condition has been
satisfied, such materiality or Material Adverse Effect qualification will be in
all respects ignored and such covenant or agreement shall have been performed
in all respects without regard to such qualification (but subject to the
overall exception as to Material Adverse Effect set forth immediately prior to
this proviso)). The Company shall have delivered to Buyer at the Initial
Closing and each Closing subsequent to the Initial Closing a certificate of an
appropriate officer in form and substance reasonably satisfactory to Buyer
dated the date of such Closing to such effect.

In making any determination as to Material Adverse Effect under this
Section 7.1(a) or under Section 7.2(a), the matters set forth in each
such Section shall be aggregated and considered together.

(b) "Amended Partnership Agreement." The Amended Partnership Agreement
shall have been duly and validly executed and delivered by all parties thereto
and shall be valid and binding and in full force and effect.

(c) "Company Preferred Stock; Amended Company Declaration." The Amended
Company Declaration shall have been agreed to between the Company and Buyer and
placed in the Reorganization Escrow, in form so as to be duly filed with
the State Department of Assessments and Taxation of the State of Maryland and,
if so filed, as to be in full force and effect.

(d) "Amended By-Laws." The By-Laws of the successor to Ramco-▇▇▇▇▇▇▇▇▇▇
Properties Trust by way of the Reorganization, substantially in the form
attached as Exhibit P (the "Amended By-Laws") shall have been agreed to between
the Company and Buyer and placed in the Reorganization Escrow, in form so as to
be duly filed with the State Department of Assessments and Taxation of the State
of Maryland and, if so filed, as to be in full force and effect.

(e) "Buyer Reorganization Agreement." The Buyer Reorganization Agreement
shall have been executed and delivered by the Company and placed in the
Reorganization Escrow, together with any documents referenced therein
necessary for the accomplishment of the Buyer Reorganization, so that the Buyer
Reorganization Agreement and such other documents shall on release from the
Reorganization Escrow be in full force and effect.

(f) "Registration Rights Agreement." The Registration Rights Agreement
shall have been executed and delivered by the Company and be in full force and
effect.

(g) "HSR Act." Any waiting period applicable to the consummation of the
transactions contemplated hereby under the HSR Act shall have expired or been
terminated, and no action shall have been instituted by the United States
Department of Justice or the United States Federal Trade Commission challenging
or seeking to enjoin the consummation of the transactions contemplated hereby,
which action shall not have been withdrawn or terminated,

or the Company and Buyer shall have mutually concluded that no filing under the
HSR Act is required with respect to the transactions contemplated hereby.

(h) "Consents." The Company shall have obtained the consents set forth in
Schedule 3.4(d).

(i) "Miscellaneous" The Company shall have provided all other additional
opinions, consents, agreements, certificates and other instruments as Buyer
or its counsel may reasonably require.

Section 7.2 "Conditions of Purchase at All Closings." The obligations of
Buyer to purchase and pay for the Purchased Units, or the obligation of the
Advancing Party or Kimco to purchase and pay (except at the Closing on or after
the Effective Date of the Buyer Reorganization pursuant to the Buyer
Reorganization Agreement, at which purchase and payment shall be the surrender
of Preferred Units in return for certificates representing shares of Company
Preferred Stock as provided in the Buyer Reorganization Agreement) for the
Purchased Shares, as the case may be, at each Closing (including the Initial
Closing) are subject to satisfaction or waiver of each of the following
conditions precedent:

(a) "Representations and Warranties; Covenants." The representations and
warranties of the Company contained in this Agreement shall have been true and
correct in all respects on and as of the date hereof, and shall be true and
correct in all respects on and as of the relevant Closing Date with the same
effect as though such representations and warranties had been made on and as of
the Closing Date (except for representations and warranties that speak as of a
specific date or time other than such Closing Date (which need only be true and
correct in all respects as of such date or time)), other than, in all such
cases, such failures to be true and/or correct as would not in the aggregate
reasonably be expected to have a Material Adverse Effect and other than as to
those representations and warranties which are, in the ordinary course of
business, expected to be true only on and as of the date hereof, which, with
respect to any Subsequent Purchase Date will not be deemed to be in breach to
the extent that there exist thereunder any changes which are not of a material
nature; provided, however, that if any of the representations and warranties is
already qualified in any respect by materiality or as to Material Adverse Effect
for purposes of this Section 7.2(a) such materiality or Material Adverse Effect
qualification will be in all respects ignored (but subject to the overall
standard as to Material Adverse Effect set forth immediately prior to this
proviso). The covenants and agreements of the Company to be performed on or
before the relevant Closing Date in accordance with this Agreement shall have
been duly performed in all respects, other than (except for the Company's
obligation to deliver the relevant Preferred Units or shares of Company
Preferred Stock at the relevant Closing, as to which the proviso set forth in
this other-than clause shall not apply) for such failures to have been performed
as would not in the aggregate reasonably be expected to have a Material Adverse
Effect (provided, however, that if any such covenant or agreement is already
qualified in any respect by materiality or as to Material Adverse Effect for
purposes of determining whether this condition has been satisfied, such
materiality or Material Adverse Effect or qualification will be in all respects
ignored and such covenant or agreement shall have been performed in all respects
without regard to such qualification (but subject to the overall exception as to
Material Adverse Effect set forth immediately prior to this proviso)). As to
each

Closing other than the Initial Closing, no condition to the obligations of
Buyer to purchase and pay for the Purchased Units at the Initial Closing that
was waived at the Initial Closing, but is not duly waived by Buyer at such
other Closing shall fail to be satisfied as of such other Closing. The Company
shall have delivered to Buyer at the relevant Closing a certificate of an
appropriate officer in form and substance reasonably satisfactory to Buyer
dated the relevant Closing Date to such effect.

(b) "No Material Adverse Change." Since the date hereof, there shall not
have been any change, circumstance or event which has had or would
reasonably be expected to have a Material Adverse Effect.

(c) "No Injunction." There shall not be in effect any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated hereby and there
shall be no pending Actions which would, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of
the Company or the Operating Partnership to consummate the transactions
contemplated hereby or to issue the Purchased Units or the Purchased Shares, or
to consummate the Reorganization or the Buyer Reorganization.

(d) "Proceedings." All proceedings to be taken by the Company in
connection with the transactions contemplated hereby and all documents incident
thereto shall be reasonably satisfactory in form and substance to Buyer and
Buyer shall have received all such counterpart originals or certified or other
copies of such documents as they may reasonably request.

(e) "REIT Status." The Company shall have elected to be taxed as a REIT in
its most recent federal income tax return, and shall be in compliance with all
applicable laws, rules and regulations, including the Code, necessary to permit
it to be taxed as a REIT. The Company shall not have taken any action or have
failed to take any action which could reasonably be expected to, alone or in
conjunction with any other factors, result in the loss of its status as a REIT
for federal income tax purposes.

(f) "Opinion of Counsel." Buyer shall have received an opinion from
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ in form and substance reasonably satisfactory
to Buyer, which, as to Maryland law, may rely on ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ &
Ingersoll and which as to Massachusetts law may rely on ▇▇▇▇▇▇▇, Procter & ▇▇▇▇
LLP.

(g) "Certain Conditions Still True." The conditions precedent set forth
in Section 7.1 shall continue to be satisfied or waived in all respects on and
as of each relevant Closing Date.

(h) "Miscellaneous" The Company shall have provided such additional
opinions, consents, agreements, certificates and other instruments as Buyer,
or its counsel may reasonably require.

Section 7.3 "Conditions of Sale." The obligation of the Operating
Partnership and the Company, as the case may be, to issue and sell any
Purchased Units or Purchased Shares at any

Closing (including the Initial Closing) is subject to satisfaction or waiver of
each of the following conditions precedent:

(a) "Representations and Warranties, Covenants." The representations and
warranties of Buyer and the Advancing Party contained herein shall have been
true and correct in all respects on and as of the date hereof, and shall be
true and correct in all respects on and as of the relevant Closing Date with
the same effect as though such representations and warranties had been made on
and as of the Closing Date (except for representations and warranties that speak
as of a specific date or time other than such Closing Date (which need only be
true and correct in all respects as of such date or time)), other than, in all
such cases, such failures to be true and/or correct as would not in the
aggregate reasonably be expected to have a Material Adverse Effect on the
Company or Buyer's ability to consummate the transactions contemplated hereby;
provided, however, that if any of the representations and warranties is already
qualified in any respect by materiality or as to Material Adverse Effect for
purposes of this Section 7.3(a) such materiality or Material Adverse Effect
qualification will be in all respects ignored (but subject to the overall
standard as to Material Adverse Effect set forth immediately prior to this
proviso). The covenants and agreements of Buyer to be performed on or before
the relevant Closing Date in accordance with this Agreement shall have been duly
performed in all respects, other than (except for Buyer's obligation to pay the
relevant Purchase Price at the relevant Closing, and except for Buyer's
covenants set forth in Sections 4.2 and 4.3, as to which the proviso set forth
in this other-than clause shall not apply) for such failures to have been
performed as would not in the aggregate reasonably be expected to have a
Material Adverse Effect on the Company or Buyer's ability to consummate the
transactions contemplated hereby (provided, however, that if any such covenant
or agreement is already qualified in any respect by materiality or as to
Material Adverse Effect for purposes of determining whether this condition has
been satisfied, such materiality or Material Adverse Effect qualification will
be in all respects ignored and such covenant or agreement shall have been
performed in all respects without regard to such qualification (but subject to
the overall exception as to Material Adverse Effect set forth immediately prior
to this proviso)). Buyer shall have delivered to the Company at the relevant
Closing a certificate of an appropriate officer in form and substance reasonably
satisfactory to the Company dated the relevant Closing Date to such effect.

(b) "HSR Act." Any waiting period applicable to the consummation of the
transactions contemplated hereby under the HSR Act shall have expired or been
terminated, and no action shall have been instituted by the United States
Department of Justice or the United States Federal Trade Commission challenging
or seeking to enjoin the consummation of the transactions contemplated hereby,
which action shall not have been withdrawn or terminated, or the Company and
Buyer shall have mutually concluded that no filing under the HSR Act is required
with respect to the transactions contemplated hereby.

(c) "No Injunction." There shall not be in effect any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated hereby and there shall
be no pending Actions which would, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby or to acquire the Purchased
Units or the Purchased Shares.

(d) "Operating Partnership Agreement." The Partnership Agreement shall
have been duly and validly amended and restated as the Amended Partnership
Agreement by the requisite vote or consent of the partners of the Operating
Partnership, all as required by and in accordance with the Partnership
Agreement.

(e) "Consents." The Company shall have obtained the consents set forth in
Schedule 3.4(d).

(f) "Proceedings." All corporate and other proceedings to be taken by
Buyer or the Advancing Party in connection with the transactions contemplated
hereby and all documents incident thereto shall be reasonably satisfactory in
form and substance to the Company and the Company shall have received all such
counterpart originals or certified or other copies of such documents as it may
reasonably request.

(g) "Opinion of Counsel." The Company shall have received an opinion from
counsel to Buyer reasonably acceptable to the Company in form and substance
reasonably satisfactory to the Company.

(h) "Miscellaneous" The Company shall have provided all such additional
opinions, consents, agreements, certificates and other instruments as Buyer
may reasonably require.

ARTICLE 8

Survival; Indemnification

Section 8.1 "Survival." All representations, warranties and (except as
provided by the last sentence of this Section 8.1) covenants and agreements of
the parties contained herein, including indemnity or indemnification agreements
contained herein, or in any Schedule or Exhibit hereto, or any certificate,
document or other instrument delivered in connection herewith shall survive the
Initial Closing until the earlier of (a) a Qualified Underwritten Offering
and (b) the conversion of all Preferred Units and Company Preferred Stock
purchased hereunder into Company Common Stock. No Action or proceeding may be
brought with respect to any of the representations and warranties, or any of the
covenants or agreements which survive until the first anniversary of the Initial
Closing, unless written notice thereof, setting forth in reasonable detail the
claimed misrepresentation or breach of warranty or breach of covenant or
agreement, shall have been delivered to the party alleged to have breached such
representation or warranty or such covenant or agreement prior to the first
anniversary of the Initial Closing; provided, however, that, if Buyer shall have
complied with this Section 8.1, the damages for breach by the Company of any of
the representations and warranties, or any of the covenants or agreements which
survive until the first anniversary of the Initial Closing, shall be measured
with respect to all of Buyer's purchases of Preferred Units and Company
Preferred Stock hereunder and not with respect only to Buyer's purchases
hereunder made prior to the first anniversary of the Initial Closing, but such
measurement shall not in any event include any shares of Company Stock that
Buyer may have purchased other than from the Company. Those covenants or
agreements that contemplate or may involve actions to be taken or obligations in
effect after the

Initial Closing shall survive in accordance with their terms, and the
indemnification described in Section 8.2 shall survive until the running of the
applicable statutes of limitations.

Section 8.2 "Indemnification by Buyer, the Advancing Party, Kimco or the
Company." (a) Subject to Section 8.1, from and after any Closing Date, Buyer,
each member of the Advancing Party and Kimco, severally in accordance with the
percentages set forth on Exhibit B, shall indemnify and hold harmless the
Company, its successors and assigns, from and against any and all damages,
claims, losses, expenses, costs, obligations, and liabilities, including
liabilities for all reasonable attorneys' fees and expenses (including attorney
and expert fees and expenses incurred to enforce the terms of this Agreement)
(collectively, "Loss and Expenses") suffered, directly or indirectly, by the
Company by reason of, or arising out of, (i) any breach as of the date made or
deemed made or required to be true of any representation or warranty made by
Buyer, the Advancing Party or Kimco in or pursuant to this Agreement, or (ii)
any failure by Buyer, the Advancing Party or Kimco to perform or fulfill any of
its covenants or agreements set forth herein. Notwithstanding any other
provision of this Agreement to the contrary, in no event shall Loss and Expenses
include a party's incidental or consequential damages.

(b) Subject to Section 8.1, from and after any Closing Date, the Company
shall indemnify and hold harmless Buyer, the Advancing Party and Kimco, its
successors and assigns, from and against any and all Loss and Expenses,
suffered, directly or indirectly, by Buyer, the Advancing Party or Kimco by
reason of, or arising out of, (i) any breach as of the date made or deemed made
or required to be true of any representation or warranty made by the Company in
or pursuant to this Agreement and any statements made in any certificate
delivered pursuant to this Agreement, or (ii) any failure by the Company to
perform or fulfill any of its covenants or agreements set forth herein;
provided, however, that, notwithstanding anything in this Agreement to the
contrary, to the extent that the IRS makes an IRS Termination Determination (as
defined in the Amended Partnership Agreement and the Articles Supplementary)
and such occurrence constitutes a breach of a representation, warranty or
covenant of the Company, the Company shall not have any liability for such
breach under this Section 8.1(b) and neither Buyer nor the Advancing Party
shall be entitled to institute an action seeking damages for such breach.
Notwithstanding any other provision of this Agreement to the contrary, in no
event shall Loss and Expenses include (A) a party's incidental or consequential
damages or (B) costs or expenses to Buyer, the Advancing Party or Kimco arising
other than in violation of any provision of this Agreement, and the agreements
and instruments contemplated hereby, and solely and directly as a result of the
jurisdiction or the form of organization of Buyer, the Advancing Party or
Kimco.

In the event of a breach or inaccuracy of the sort referred to in clause (i)
of the first sentence of this Section 8.2(b) which results in damage to the
Company but not in direct damage to Buyer or the Advancing Party, the Loss and
Expenses suffered by Buyer and the Advancing Party shall be equal to the Buyer
Portion (as defined below) of the amount by which the Company's net tangible
assets or future earnings, capitalized at an appropriate rate, are damaged as a
result thereof, after taking into account all receipts of proceeds of insurance
policies, tax benefits, and other mitigating factors (including recoveries from
tenants, rents from new leases in replacement of leases lost, contribution
payments from third parties and the like).

As used in this Section 8.2(b), "Buyer Portion" shall mean a fraction (i)
the numerator of which is the sum of (A) the number of shares of Company Common
Stock held by Buyer, the Advancing Party and Kimco and purchased under this
Agreement plus (B) the number of shares of Company Common Stock for which
Preferred Units held by Buyer, the Advancing Party and Kimco may at any time be
exchanged (as adjusted under Section 6.6 of this Agreement) plus (C) the number
of shares of Company Common Stock which Buyer, the Advancing Party and Kimco
would at any time be entitled to receive on conversion of Company Preferred
Stock held by Buyer, the Advancing Party and Kimco and purchased under this
Agreement (at the then applicable Conversion Price, and otherwise as set forth
in and established pursuant to Article SECOND, Section 6 of the Articles
Supplementary, and (ii) the denominator of which is a number equal to (A) the
number of all shares of Company Common Stock then outstanding or which would be
outstanding after giving effect to rights to receive shares of Company Common
Stock pursuant to the exercise of conversion privileges under then outstanding,
fully paid and non-assessable securities of the Company or the Operating
Partnership minus (B) the number of shares established in clause (i) as the
numerator of the fraction.

(c) Notwithstanding the foregoing, (i) neither Buyer nor the Company shall
be responsible for any Loss and Expenses as provided by paragraphs (a) and (b),
respectively, of this Section 8.2, until the cumulative aggregate amount of such
Loss and Expenses suffered by Buyer or the Company, as thecase may be, exceeds
$500,000, in which case Buyer or the Company, as the case may be, shall then
be liable for all such Loss and Expenses, and (ii) the cumulative aggregate
indemnity obligation of each of Buyer and the Company under this Section 8.2
shall in no event exceed the Total Equity Commitment. Except with respect to
third-party claims being defended in good faith or claims for indemnification
with respect to which there exists a good faith dispute, the indemnifying party
shall satisfy its obligations hereunder within 30 days of receipt of a notice of
claim under this Article 8.

(d) Notwithstanding the foregoing, in the event that there shall have
occurred a breach of the covenant in Section 6.4 hereof, the Company hereby
agrees to protect and hold harmless the Colorado Investor from and with respect
to all federal, state and other taxes and impositions which the Colorado
Investor pays, incurs or to which the Colorado Investor becomes liable, but only
to the extent that such payment, incurrence or liability is directly
attributable to such breach of Section 6.4 and the Colorado Investor pays,
incurs or becomes liable with respect to taxes and impositions in excess of
amounts which it would have paid or incurred or as to which it would have become
liable if no such breach had occurred. Any payment which is made to the
Colorado Investor pursuant to this Section 8.2(d) will be further increased by
an amount which is sufficient to hold the Colorado Investor harmless from and
against any liability for federal state and other taxes and impositions by
reason of any payment made under this Section 8.2(d).

Section 8.3 "Third-Party Claims." If a claim by a third party is made
against an Indemnified Party and if such Indemnified Party intends to seek
indemnity with respect thereto under this Article, such Indemnified Party shall
promptly notify the indemnifying party in writing of such claims setting
forth such claims in reasonable detail. The indemnifying party shall have 20
days after receipt of such notice to undertake, through counsel of its own
choosing and at its own expense, the settlement or defense thereof, and the
Indemnified Party shall

cooperate with it in connection therewith, provided, however, that the
Indemnified Party may participate in such settlement or defense through counsel
chosen by such Indemnified Party unless (i) the Indemnifying Party shall have
elected not, or, after reasonable written notice of any such claim or
threatened claim, shall have failed, to assume or participate in the defense
thereof, (ii) the employment thereof has been specifically authorized by the
Indemnifying Party in writing, or (iii) the parties to any such claim or
threatened claim (included any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and the Indemnified party shall have been
advised in writing by counsel for the Indemnified Party that there may be one
or more defenses available to the Indemnified Party that are not available to
the Indemnifying Party or legal conflicts of interest pursuant to applicable
rules of professional conduct between the Indemnifying Party and the
Indemnified Party (in any which case, the Indemnifying Party shall not have the
right to assume to defense of such claim on behalf of the Indemnified Party),
in either of which events referred to in clauses (i), (ii) and (iii) the fees
and expenses of such counsel employed by the Indemnified Party shall be at the
expense of the Indemnifying Party provided that the fees and expenses of such
counsel shall be borne by such Indemnified Party. The Indemnified Party shall
not pay or settle any claim which the indemnifying party is contesting.
Notwithstanding the foregoing, the Indemnified Party shall have the right to
pay or settle any such claim, provided that in such event it shall waive any
right to indemnity therefor by the indemnifying party. If the indemnifying
party does not notify the Indemnified Party within 20 days after the receipt of
the Indemnified Party's notice of a claim of indemnity hereunder that it elects
to undertake the defense thereof, the Indemnified Party shall have the right to
contest, settle or compromise the claim but shall not thereby waive any right
to indemnity therefor pursuant to this Agreement.

ARTICLE 9

Termination

Section 9.1 "Termination." This Agreement may be terminated at any time
by:

(a) the mutual consent of the Company and Buyer; or

(b) Buyer, if the Board of the Company shall have withdrawn, modified or
failed to make or refrained from making its recommendation that the
shareholders of the Company approve the Reorganization and all of the other
matters set forth in the Proxy Statement pursuant to this Agreement as provided
for in Section 3.2(b) and Section 5.1(b), or if the Board of the Company at any
time refuses to reaffirm, at Buyer's request, such recommendation and its
determination to make such recommendation to the shareholders of the Company,
except, in each case, as permitted by Section 5.1(e).

Section 9.2 "Procedure and Effect of Termination." In the event of
termination of this Agreement by either or both of the Company and Buyer
pursuant to Section 9.1, written notice thereof shall forthwith be given by the
terminating party to the other party hereto, all future funding obligations of
the Buyer and Advancing Party shall cease, the Company or the Operating
Partnership, as the case may be, shall return all funds invested by Buyer
pursuant to this

Agreement and Buyer shall relinquish all Operating Partnership Units or Company
Stock purchased by it pursuant to this Agreement, and this Agreement shall
thereupon terminate and become void and have no effect, and the transactions
contemplated hereby shall be abandoned without further action by the parties
hereto, except that the provisions of Sections 5.8 (Public Announcements), 9.3
(Expenses), 10.3 (Governing Law), and 10.5 (Notices) shall survive the
termination of this Agreement; provided, however, that such termination shall
not relieve any party hereto of any liability for any breach of this Agreement.

Section 9.3 "Expenses." (a) Except as set forth in this Agreement, whether
or not any Stock Purchase is consummated, all legal and other costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs andexpenses, but
excluding the costs of the formation of Buyer and of the Buyer Reorganization.

(b) The Company shall reimburse the Buyer (by wire transfer) for reasonable
attorney's fees, other reasonable costs and expenses and, if agreed, any costs
associated with engineering or environmental due diligence.

ARTICLE 10

Miscellaneous

Section 10.1 "Certain Matters as to the Advancing Party." (a) MSAM is acting
as agent on behalf of the Advancing Party, and neither MSAM, nor Buyer, nor any
other person included in the Advancing Party, shall be obligated to purchase
Preferred Units, or Company Preferred Stock, hereunder except in that
proportion of the Purchase Price or Subsequent Purchase Price set forth
opposite the name of such person on Exhibit B hereto. Neither MSAM, nor any
other person included in the Advancing Party, shall be obligated to purchase
Preferred Units or Company Preferred Stock in an amount as to which any other
person included in the Advancing Party was obligated to, but did not, purchase.
Notwithstanding the foregoing, in the event that any person included in the
Advancing Party does not tender such person's proportion of the Purchase Price
or Subsequent Purchase Price in accordance with Exhibit B hereto, upon the
request of the Company, MSAM shall use its reasonable efforts to obtain as soon
as practicable, from another institutional investor, after consultation with
the Company, such portion of the Purchase Price or Subsequent Purchase Price,
and the parties will enter into appropriate amendments and modifications to
this Agreement and the agreements and instruments contemplated hereby.

(b) In the event that MSAM shall no longer act as agent on behalf of any or
all of the persons included in the Advancing Party in connection with the
matters contemplated by this Agreement, (i) any agent(s) appointed by persons
included in the Advancing Party as successor agent(s) to MSAM shall be entitled
to, and to exercise on behalf of such other persons included in Advancing
Party, all of the rights and remedies provided for herein with respect to the
Advancing Party and (ii) at any such time as no successor agent(s) shall have
been appointed by any of such persons included in the Advancing Party, such
persons included in the Advancing

Party shall be entitled to exercise all of the rights and remedies provided for
herein in their individual capacity, including the right to obtain, upon
request, copies of all documents and notices as specified herein. In the event
that MSAM shall no longer act as agent on behalf of any of the persons included
in the Advancing Party hereunder, all consents or waivers of MSAM, acting for
and on behalf of Advancing Party, necessary to effect any action hereunder
shall be required to be given by any successor agent(s) appointed by such
persons included in the Advancing Party or, if no successor(s) has been
appointed, by such persons included in the Advancing Party, prior to the
consummation of such action. The foregoing provisions shall be effective with
respect to the other agreements contemplated herein, including, without
limitation, the Registration Rights Agreement.

(c) Until such time as such Company shall have received written notice from
any person included in the Advancing Party that MSAM is no longer acting as such
person's agent hereunder, the Company shall be entitled to rely on any
instructions and any notices received from MSAM, on behalf of such person
included in the Advancing Party as if received from such person included in the
Advancing Party directly.

Section 10.2 "Counterparts." This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other party. Copies of executed counterparts
transmitted by telecopy, telefax or other electronic transmission service shall
be considered original executed counterparts for purposes of this Section,
provided receipt of copies of such counterparts is confirmed.

Section 10.3 "Governing Law." THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.

Section 10.4 "Entire Agreement." This Agreement (including agreements
incorporated herein) and the Schedules and Exhibits hereto contain the entire
agreement between the parties with respect to the subject matter hereof and
there are no agreements, understandings, representations or warranties between
the parties other than those set forth or referred to herein. This Agreement
is not intended to confer upon any person not a party hereto (and their
successors and assigns) any rights or remedies hereunder.

Section 10.5 "Notices." All notices and other communications hereunder
shall be sufficiently given for all purposes hereunder if in writing and
delivered personally, sent by documented overnight delivery service or, to the
extent receipt is confirmed, telecopy, telefax or other electronic transmission
service to the appropriate address or number as set forth below. Notices to the
Company shall be addressed to:

Ramco-▇▇▇▇▇▇▇▇▇▇ Properties Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Ramco-▇▇▇▇▇▇▇▇▇▇ Properties, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

or at such other address and to the attention of such other person as the
Company may designate by written notice to Buyer. Notices to Buyer shall be
addressed to:

Special Situations ▇▇ ▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Operations Officer, 22nd Floor
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Kimco Realty Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Section 10.6 "Successors and Assigns." This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors.
Except as specifically provided hereby, Buyer shall not be permitted to assign
any of its rights hereunder to any third party, other than (a) to one or more
Affiliates of Buyer or the Advancing Party of which Buyer and the Advancing
Party collectively, directly or indirectly, Beneficially Own a majority of the
voting power and the economic interests, and (b) a Person, assets of which are
under management by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Inc. or any of its
Affiliates, provided that such Affiliates and such Person agree to be bound
hereby and provided that Buyer and the Advancing Party shall remain liable
hereunder, and provided that any bona fide financial institution to which any
Buyer, the Advancing Party or any permitted transferee has sold, transferred,
pledged or otherwise disposed of (including upon foreclosure of a pledge) shares
of Company Stock for the purpose of securing bona fide indebtedness of any Buyer
shall also be entitled to enforce the rights of Buyer and the Advancing Party
hereunder.

Section 10.7 "Headings." The Section, Article and other headings contained
in this Agreement are inserted for convenience of reference only and will not
affect the meaning or interpretation of this Agreement. All references to
Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.

Section 10.8 "Amendments and Waivers." This Agreement may not be modified
or amended except by an instrument or instruments in writing signed by the
Company, the Operating Partnership and holders of at least 66 2/3% of the
outstanding Preferred Units and shares of Company Preferred Stock. Any
modification, amendment or waiver effected in accordance with this Section 10.8
shall be binding upon each holder of any Preferred Units or shares of Company
Preferred Stock, each future holder of all such securities and the Company and
the Operating Partnership. The waiver by any party hereto of a breach of any
term or provision hereof shall not be construed as a waiver of any subsequent
breach.

Section 10.9 "Interpretation; Absence of Presumption." (a) For the purposes
hereof, (i) words in the singular shall be held to include the plural and vice
versa and words of one gender shall be held to include the other gender as the
context requires, (ii) the terms "hereof," "herein," and "herewith" and words of
similar import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole (including all of the Schedules and Exhibits hereto) and
not to any particular provision of this Agreement, and Article, Section,
paragraph, Exhibit and Schedule references are to the Articles, Sections,
paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified,
(iii) the word "including" and words of similar import when used in this
Agreement shall mean "including, without limitation," unless the context
otherwise requires or unless otherwise specified, (iv) the word "or" shall not
be exclusive, and (v) provisions shall apply, when appropriate, to successive
events and transactions.

(b) This Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or
causing any instrument to be drafted.

Section 10.10 "Severability." Any provision hereof which is invalid or
unenforceable shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining provisions hereof.

Section 10.11 "Further Assurances." The Company, Buyer and the Advancing
Party agree that, from time to time, whether before, at or after any Closing
Date, each of them will execute and deliver such further instruments of
conveyance and transfer and take such other action as may be necessary to carry
out the purposes and intents hereof.

Section 10.12 "Specific Performance." Buyer and the Company each
acknowledge that, in view of the uniqueness of the parties hereto, the parties
hereto would not have an adequate remedy at law for money damages in the event
that this Agreement were not performed in accordance with its terms, and
therefore agree that the parties hereto shall be entitled to specific
enforcement of the terms hereof in addition to any other remedy to which the
parties hereto may be entitled at law or in equity.

Section 10.13 "Several Liability." The obligations and liabilities of the
Advancing Party, and of any Person included in the Advancing Party, under or in
connection with this Agreement are several and not joint. Such obligations
shall be limited in amount to those amounts set forth on Exhibit B.

Section 10.14 "Schedules." Any matter set forth on any Schedule shall be
deemed to be referred to on all other Schedules to which such matter logically
relates and where such reference would be appropriate and can reasonably be
inferred from the matters disclosed on the first Schedule as if set forth on
such other Schedules.

Section 10.15 "Attorney-in-Fact." Buyer hereby appoints MSAM as its
Attorney-In-Fact in connection with the delivery of certificates, the rendering
of consents and the taking of all other actions of Buyer required pursuant
hereto.

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.

RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUST

By: /s/ Authorized Signature
----------------------------------
Name:
Title:

RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, L.P.

By: /s/ Authorized Signature
----------------------------------
Name:
Title:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
As Attorney-In-Fact for each of the
clients set forth on Exhibit B hereto:

By: /s/ Authorized Signature
----------------------------------
Name:
Title:

SPECIAL SITUATIONS ▇▇ ▇▇▇▇, INC.

By: /s/ Authorized Signature
----------------------------------
Name:
Title:

1 EXHIBIT 10.1 PREFERRED UNITS AND STOCK PURCHASE AGREEMENT

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