RAMCO GERSHENSON PROPERTIES TRUST
PROMISSORY NOTE DATED APRIL 23, 2001
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>7
<FILENAME>k64211ex10-52.txt
<DESCRIPTION>PROMISSORY NOTE DATED APRIL 23, 2001
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                                                                   EXHIBIT 10.52

                                 PROMISSORY NOTE

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                                                                                                     April 23, 2001
                                                                                               Birmingham, Michigan



MAKER:                                  RAMCO MADISON CENTER LLC, a Michigan limited liability company

MAKER'S ADDRESS:                        27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034

PRINCIPAL AMOUNT:                       Ten Million Three Hundred Forty Thousand dollars ($10,340,000.00)

PAYEE AND HOLDER:                       LASALLE BANK NATIONAL ASSOCIATION, a national banking association, and its
                                        successors and assigns

PAYMENT ADDRESS:                        135 South LaSalle Street
                                        Chicago, Illinois 60603
                                        Attention: Managing Director, Real Estate Capital Markets

PRINCIPAL(S):                           Ramco-Gershenson Properties, L.P.

INITIAL PAYMENT DATE:                   June 1, 2001

MATURITY DATE:                          May 1, 2011

AMORTIZATION PERIOD:                    30 years

AMORTIZATION SCHEDULE:                  The amortization schedule attached hereto as Exhibit A

CONTRACT RATE:                          A rate of interest equal to ______________ percent (__%) per annum.

DEFAULT RATE:                           Lesser of (i) the Contract Rate plus five percent (5%) per annum, or (ii)
                                        the maximum amount permitted by applicable law.

LATE CHARGE:                            Lesser of (i) five percent (5%) of each delinquent payment, or (ii) the
                                        maximum amount permitted by applicable law.

PROPERTY:                               29101 John R Road, Madison Heights, Michigan 48071

Mortgage:                               The Mortgage of even date herewith (and any modification, renewal or
                                        extension thereof) securing repayment of the Loan and encumbering, among
                                        other things, the Property.

LOAN:                                   The loan from Holder to Maker evidenced by this Note and secured by the
                                        other Loan Documents.



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LOAN DOCUMENTS:                         This Note, the Mortgage and any and all other documents in connection with
                                        this Note now or hereafter executed by Maker and or others in favor of
                                        Holder, which wholly or partially secure or guarantee payment of this Note
                                        or pertain to indebtedness evidenced by this Note, and any modification,
                                        renewal or extension thereof, including, without limitation, the Assignment
                                        of Leases and Rents dated of even date herewith executed by Maker in favor
                                        of Holder, the Guaranty dated of even date herewith executed by Principal in
                                        favor of Holder, and the Hazardous Substance Indemnification Agreement dated
                                        of even date herewith executed by Maker in favor of Holder.

NOTE:                                   This Promissory Note and any modifications, renewals or extensions hereof
                                        and any substitutions therefor.


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         1. PROMISE TO PAY. FOR VALUE RECEIVED, Maker promises to pay to the
order of Holder at the Payment Address (or at such other place as Holder may
from time to time designate) the Principal Amount (or so much thereof as may
from time to time be outstanding) on or before the Maturity Date, together with
interest thereon as hereinafter set forth, payable in lawful money of the United
States of America.

         2. PRINCIPAL AND INTEREST. So long as no Event of Default (as
hereinafter defined) exists, interest shall accrue on the Principal Amount from
time to time outstanding at the Contract Rate based on the actual number of days
in each given month and a 360 day year. Principal and interest shall be paid to
the Holder thereof as follows: (a) on the Initial Payment Date and on the first
day of each month thereafter, Maker shall pay to Holder monthly payments of
principal and interest due for such period based upon the Amortization Schedule;
and (b) the outstanding Principal Amount of this Note, together with all accrued
and unpaid interest, shall be due and payable in full on the Maturity Date.
Whenever any payment is stated to be due or a computation is to be made on a day
which is not a business day, such payment or computation will be made on the
next succeeding business day, and such extension of time will be included in the
computation of interest.

         3.       PREPAYMENT AND DEFEASANCE.


         3.1.     PREPAYMENTS. This Note may not be prepaid in whole or in part
during the term hereof, except as otherwise specifically provided herein.

         3.2.     PREPAYMENT FEE. In the event the Principal Amount of this Note
is paid prior to the Maturity Date as a result of Holder's exercise of its
rights upon Maker's default and acceleration of the Maturity Date of this Note
(irrespective of whether foreclosure proceedings have been commenced), or upon a
prepayment received by Holder pursuant to Holder's right to draw down on that
Letter of Credit as defined in and pursuant to the terms of Paragraph 44 of the
Mortgage, Holder shall be entitled to collect and Maker shall pay to Holder, in
addition to any other sums due hereunder or under any of the other Loan
Documents, a prepayment fee in an amount equal to the Yield Maintenance Amount.

         "YIELD MAINTENANCE AMOUNT" means an amount never less than zero, equal
         to the present value of a series of "Monthly Amounts", assumed to be
         paid at the end of each month remaining from the date of prepayment
         through the Maturity Date, discounted at the U.S. Securities Rate.

         "MONTHLY AMOUNT" shall mean the following:

         1.       The Contract Rate,

                  MINUS

         2.       The Yield ("U.S. SECURITIES RATE"), as of the date of such
         prepayment, as published by the federal reserve system in its
         "Statistical Release H.15(519), Selected Interest Rates" under the

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         caption "U.S. Government Securities/Treasury Constant Maturities", for
         a U.S. Government Security with a term equal to that remaining on this
         Note on the date of such prepayment (which term may be obtained by
         interpolating between the yields published for specific whole years),

                  DIVIDED BY TWELVE (12) AND THE
                  QUOTIENT THEREOF THEN MULTIPLIED BY

         3.       The amount prepaid on the date of such prepayment.

         All percentages shall be rounded to the nearest one hundred thousandth
         percent and dollar amounts to the nearest whole dollar.

         Notwithstanding the foregoing, in the event the U.S. Securities Rate,
rounded upwards to the nearest tenth of one percent (.1%) is equal to or greater
than the Contract Rate, there shall be no Yield Maintenance Amount.

         3.3.     END OF TERM. Notwithstanding the foregoing, the Loan may be
paid without a prepayment fee or premium anytime after the 117th loan payment
has been made. If the Loan has been defeased pursuant to Subparagraph 3.4, it
may not be prepaid prior to the Maturity Date.

         3.4.     DEFEASANCE. Notwithstanding any provision of this Paragraph 3
to the contrary, at any time after the later of (a) three (3) years after the
full funding of the Loan or (b) two (2) years after the "startup day," within
the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as
amended from time to time or any successor statute (the "CODE"), of a "real
estate mortgage investment conduit" ("REMIC"), within the meaning of Section
860D of the Code, that holds this Note, if Holder has securitized the Loan
within three (3) years after the closing of the Loan, and provided no Event of
Default has occurred and is continuing hereunder or under any of the other Loan
Documents, Maker may cause the release of the Property from the lien of the
Mortgage and the other Loan Documents upon the satisfaction of the following
conditions (the "DEFEASANCE"):

         (1)      Not less than thirty (30) days prior written notice shall be
                  given to Holder specifying a date (the "RELEASE DATE") on
                  which the Defeasance Deposit (as hereinafter defined) is to be
                  made, such date being a day on which a regularly scheduled
                  monthly installment of principal and interest is required to
                  be paid pursuant to Paragraph 2 above (a "DEBT SERVICE PAYMENT
                  DATE");

         (2)      Maker shall pay to Holder all accrued and unpaid interest on
                  the principal balance of the Note to but not including the
                  Release Date. If for any reason the Release Date is not a Debt
                  Service Payment Date, the Maker shall also pay interest that
                  would have accrued on the Note through the next Debt Service
                  Payment Date;

         (3)      All other sums (not including scheduled interest or principal
                  payments) due under this Note and under the other Loan
                  Documents shall have been paid;

         (4)      Maker shall deliver to Holder on or prior to the Release Date:

                  1)       The estimated amount necessary to purchase the
                           Defeasance Collateral, as hereinafter defined (the
                           "DEFEASANCE DEPOSIT");

                  2)       An executed pledge and security agreement, in form
                           and substance satisfactory to Holder in its sole
                           discretion, creating a first priority security
                           interest in favor of Holder in the Defeasance Deposit
                           and the Defeasance Collateral (the "DEFEASANCE
                           SECURITY AGREEMENT");

                  3)       A certificate of Maker certifying that it is
                           requesting the lien against the Property be released
                           to facilitate a disposition or refinancing of, or
                           other customary commercial

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                           transaction involving, the Property and that all of
                           the other requirements set forth in this Paragraph
                           3.4 have been satisfied;

                  4)       An opinion of counsel for Maker in form and substance
                           and delivered by counsel satisfactory to Holder in
                           its sole discretion stating, among other things, that
                           (i) the Defeasance Deposit has been duly and validly
                           assigned and delivered to Holder; (ii) the posting of
                           the Defeasance Deposit will not adversely affect the
                           tax status of the REMIC under the Code; and (iii)
                           Holder has a perfected first priority security
                           interest in the Defeasance Collateral and that the
                           Defeasance Security Agreement is enforceable against
                           Maker in accordance with its terms;

                  5)       A certificate of Maker certifying that all
                           requirements relating to the Defeasance set forth in
                           this Note and any other Loan Documents have been
                           satisfied; and

                  6)       Such other certificates, documents or instruments as
                           Holder may reasonably require; and

         (5)      Holder receives reasonable assurances that the securities of
                  the REMIC ("SECURITIES") that directly or indirectly holds
                  this Note will not have a downgrade, withdrawal or
                  qualification of the credit rating then assigned to the
                  Securities by any rating agencies ("APPLICABLE RATING
                  AGENCIES") as a result of the Defeasance; and

         (6)      The holder of the Defeasance Collateral, which shall be Maker
                  or a designee of Maker, shall be a single purpose entity,
                  which shall not own any other assets or have any other
                  liabilities or operate any other property.

         (7)      Maker shall pay all costs and expenses incurred by Holder or
                  its agents in connection with the Defeasance, including,
                  without limitation, all costs and expenses associated with the
                  purchase of the Defeasance Collateral, the preparation of the
                  Defeasance Security Agreement and related documentation, the
                  preparation and recordation of a release of the lien of the
                  Mortgage, as well as all reasonable accountants' and
                  attorneys' fees and expenses.

         (8)      Notwithstanding anything that may be contained herein to the
                  contrary, the Loan may not be defeased during the last ninety
                  (90) days of the loan term if the Loan has not previously been
                  defeased.

         3.5.     DEFEASANCE COLLATERAL. Upon compliance with the requirements
of Subparagraph 3.4 above:


         (1)      Holder shall use the Defeasance Deposit in accordance with
                  Maker's express written instructions to purchase direct,
                  non-callable obligations of the United States of America that
                  provide, without reinvestment, for payments not later than the
                  due dates of all successive monthly Debt Service Payment Dates
                  occurring after the Release Date, with each such payment being
                  equal to or greater than the amount of the corresponding
                  installment of principal and interest required to be paid
                  under this Note (including all amounts due on the Maturity
                  Date for the balance of the term hereof) (the "DEFEASANCE
                  COLLATERAL") as certified by an independent accountant
                  satisfactory to Holder, each of which shall be duly endorsed
                  as directed by Holder or accompanied by a written instrument
                  of transfer in form and substance wholly satisfactory to
                  Holder (including, without limitation, such instruments as may
                  be required by the depository institution holding such
                  securities to effectuate book-entry transfers and pledges
                  through the book-entry facilities of such institution) in
                  order to create a first priority security interest therein in
                  favor of Holder in conformity with all applicable state and
                  federal laws governing granting of such security interests. In
                  connection with the conditions set forth above, Maker hereby
                  appoints Holder as its agent and attorney-in-fact for the
                  purpose of purchasing the Defeasance Collateral with the
                  Defeasance Deposit. Maker, pursuant to the Defeasance Security
                  Agreement, shall authorize and direct the

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                  payments received from the direct, non-callable obligations of
                  the United States of America to be made directly to Holder and
                  applied to satisfy the obligations of Maker under this Note.
                  Any portion of the Defeasance Deposit in excess of the amount
                  necessary to purchase the Defeasance Collateral and satisfy
                  all of Maker's obligations to Holder shall be returned to
                  Maker without interest.

         (2)      The Property shall be released from the lien of the Mortgage
                  and the other Loan Documents, and the Defeasance Collateral
                  shall constitute collateral which shall secure this Note and
                  all other obligations under the Loan Documents.

         3.6.     ASSIGNMENT. Upon the release of the Property in accordance
with this Paragraph 3, Maker may assign all its obligations and rights under
this Note, together with the pledged Defeasance Collateral, to a successor
entity designated by Maker and approved by Holder in its sole discretion. Such
successor entity shall be a single purpose entity, which shall not own any other
assets or have any other liabilities or operate any other property, and shall
execute an assumption agreement in form and substance satisfactory to Holder in
its sole discretion pursuant to which it shall assume Maker's obligations under
this Note and the Defeasance Security Agreement. As conditions to such
assignments and assumption, Maker shall (i) deliver to Holder an opinion of
counsel in form and substance and deliver by counsel satisfactory to Holder in
its sole discretion stating, among other things, that such assumption agreement
is enforceable against Maker and such successor entity in accordance with its
terms and that this Note, the Defeasance Security Agreement and the other Loan
Documents, as so assumed, are enforceable against such successor entity in
accordance with their respective terms, (ii) if required by the Applicable
Rating Agencies, pay the reasonable legal expenses of Holder's counsel incurred
in connection with the delivery of a non-consolidation opinion with respect to
the successor entity, if any, in form and substance satisfactory to the
Applicable Rating Agencies, and (iii) pay all costs and expenses incurred by
Holder or its agents in connection with such assignment and assumption
(including, without limitation, the review of the proposed transferee and the
preparation of the assumption agreement and related documentation), and (iv) pay
to the servicer of the Note a defeasance processing fee in an amount equal to
one-half of one percent (0.5%) of the then outstanding principal balance of the
Note but in no event less than (a) $10,000 or greater than (b) $20,000,
provided, notwithstanding anything to the contrary herein or in the other Loan
Documents, no other assumption fee shall be payable by Maker in connection with
such assumption. Upon such assumption, Maker shall be relieved of its
obligations hereunder, under the other Loan Documents and under the Defeasance
Security Agreement.

         3.7.     NO FURTHER RIGHTS. Upon the release of the Property in
accordance with this Paragraph 3, Maker shall have no further right to prepay
this Note pursuant to the other provisions of this Paragraph 3 or otherwise.

         Notwithstanding the foregoing, the application of any insurance
proceeds or condemnation award to the Indebtedness in accordance with Paragraph
5 of the Mortgage shall not result in the payment of any prepayment fee, or
Yield Maintenance Amount.

         4.       DEFAULT.


         4.1.     EVENTS OF DEFAULT. The following shall constitute an "Event of
Default" under this Note: (i) failure to pay any amounts owed pursuant to this
Note within five (5) calendar days after such payment is due; (ii) failure to
pay the outstanding Principal Amount and all accrued and unpaid interest in full
on the Maturity Date; (iii) if any other default should occur in the performance
of Maker's obligations under this Note, which default is not cured by Maker
within thirty (30) days after written notice thereof from Holder; or (iv) the
occurrence of any Event of Default under any of the other Loan Documents.

         4.2.     REMEDIES. So long as an Event of Default remains outstanding:
(a) interest shall accrue at the Default Rate and, to the extent not paid when
due, shall be added to the Principal Amount; (b) Holder may, at its option and
without notice (such notice being expressly waived), declare the unpaid
Principal Amount and all accrued and unpaid interest immediately due and
payable. Holder's rights, remedies and powers, as provided in this Note and the
other Loan Documents, are cumulative and concurrent, and may be pursued singly,
successively or together against Maker, the security described in the other Loan
Documents, any
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guarantor(s) hereof and any other security given at any time to secure the
payment hereof, all at the sole discretion of Holder. Additionally, Holder may
resort to every other right or remedy available at law or in equity without
first exhausting the rights and remedies contained herein, all in Holder's sole
discretion. Failure of Holder, for any period of time or on more than one
occasion, to exercise its option to accelerate the Maturity Date shall not
constitute a waiver of the right to exercise the same at any time during the
continued existence of any Event of Default or any subsequent Event of Default.

         5.       LATE CHARGE. If payments of principal and/or interest, or any
other amounts under the other Loan Documents are not timely made and remain
overdue for a period of five days, Maker, without notice or demand by Holder,
promptly shall pay the Late Charge computed on such past due amounts. Until
paid, the Late Charge shall be added to the Principal Amount. Nothing in this
Note shall be construed as an obligation on the part of Holder to accept, at any
time, less than the full amount then due hereunder, or as a waiver or limitation
of Holder's right to compel prompt performance.

         6.       WAIVER. Maker, for itself and all endorsers, guarantors and
sureties of this Note, and each of them, and their heirs, legal representatives,
successors and assigns, respectively hereby waives presentment for payment,
demand, notice of nonpayment, notice of dishonor, protest of any dishonor,
notice of protest and protest of this Note, and all other notices in connection
with the delivery, acceptance, performance, default or enforcement of the
payment of this Note (excepting only notices expressly provided for herein), and
agrees that its liability shall be unconditional and without regard to the
liability of any other party and shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by the Holder. Maker, for itself and all endorsers, guarantors and
sureties of this Note, and each of them, and their heirs, legal representatives,
successors and assigns, respectively hereby consents to every extension of time,
renewal, waiver or modification that may be granted by Holder with respect to
the payment or other provisions of this Note, and to the release of any makers,
endorsers, guarantors or sureties, or of any collateral given to secure the
payment hereof, or any part hereof, with or without substitution, and agrees
that additional makers or guarantors or endorsers may become parties hereto
without notice to Maker and without affecting the liability of Maker hereunder.
Maker hereby waives the right to assert a setoff, counterclaim or deduction in
any action or arising out of or in any way connected with this Note or any of
the other Loan Documents. No right of rescission, setoff, abatement, diminution,
counterclaim or defense has been or will be asserted with respect to this Note
or any of the other Loan Documents.

         7.       SECURITY, APPLICATION OF PAYMENTS. This Note is secured by,
and Holder is entitled to the benefits of, the liens, encumbrances, and
obligations created hereby and by the other Loan Documents and the terms and
provisions of the other Loan Documents are hereby incorporated herein. Each
payment on the Loan is to be applied when received first to the payment of any
fees, expenses or other costs Maker is obligated to pay hereunder or under the
terms of the other Loan Documents, second to the payment of any accrued and
unpaid Late Charge, third to the payment of interest on the Principal Amount
from time to time remaining unpaid, and the remainder of such payment shall be
used to reduce the Principal Amount.


         8.       SALE OF LOAN; SECURITIZATION. Holder, at any time and without
the consent of Maker or any Principal, may grant participation in or sell,
transfer, assign and convey all or any portion of its right, title and interest
in and to the Loan, the servicing of the Loan, this Note, the Mortgage, and the
other Loan Documents, any guaranties given in connection with the Loan and any
collateral given to secure the Loan. Maker covenants to cooperate with Holder's
efforts in the securitization of the Loan; such cooperation includes Maker's
obligation to (a) make non-material modifications of the Loan Documents (such
modifications shall not increase the amount of the Loan or change the payment
terms or interest rate), (b) provide additional information regarding Maker's
financial statements, (c) deliver updated information regarding Maker and the
Property, and (d) review Holder's securitization offering materials to the
extent such materials relate to Maker, the Property or the Loan and (e) respond
to any inquiries of Holder or other party relating thereto. Maker agrees to
represent and warrant the absence of misstatements and/or omissions in the
information relating to Maker, the Property and the Loan that is contained in
the offering materials and which has been furnished to Holder by Maker or
approved by Maker, Maker shall not be liable for Holder's post-closing costs
incurred pursuant to any securitization of the Loan by Holder.




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         9.       JURY TRIAL WAIVER. MAKER AND HOLDER EACH HEREBY WAIVES ITS
RESPECTIVE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY
MADE BY MAKER AND HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER THE HOLDER NOR ANY
PERSON ACTING ON BEHALF OF THE HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT MAKER AND HOLDER
HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF
THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
MAKER AND HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE
HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

         10.      MISCELLANEOUS.


         10.1.    LAWFUL RATE OF INTEREST. It is expressly stipulated and agreed
to be the intent of Maker and Holder at all times to comply with applicable
state law or applicable United States federal law (to the extent that it permits
Holder to contract for, charge, take, reserve or receive a greater amount of
interest than under state law) and that this section shall control every other
covenant and agreement in this Note and the other Loan Documents. If the
applicable law (state or federal) is ever judicially interpreted so as to render
usurious any amount called for under this Note or under any of the other Loan
Documents, or contracted for, charged, taken, reserved or received with respect
to the indebtedness evidenced by this Note and the other Loan Documents, or if
Holder's exercise of the option to accelerate the maturity of this Note, or if
any prepayment by Maker results in Maker having paid any interest in excess of
that permitted by applicable law, then it is Maker's and Holder's express intent
that all excess amounts theretofore collected by Holder be credited on the
principal balance of this Note (or, if this Note has been or would thereby be
paid in full, refunded to Maker), and the provisions of this Note and the other
Loan Documents immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
and thereunder. All sums paid or agreed to be paid to Holder for the use,
forbearance and detention of the indebtedness evidenced hereby and by the other
Loan Documents shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full so that the rate or amount of interest on account of such
indebtedness does not exceed the maximum rate permitted under applicable law
from time to time in effect and applicable to the indebtedness evidenced hereby
for so long as such indebtedness remains outstanding. Notwithstanding anything
to the contrary contained herein or in any of the other Loan Documents, it is
not the intention of Holder to accelerate the maturity of any interest that has
not accrued at the time of such acceleration or to collect unearned interest at
the time of such acceleration.

         10.2.    CAPTIONS; DEFINITIONS. The captions of the Paragraphs of this
Note are for convenience only and shall not be deemed to modify, explain,
enlarge or restrict any of the provisions hereof. Each of the terms defined
before Paragraph 1 hereof shall have the meaning set forth following such term
when used throughout this Note.

         10.3.    SEVERABLE PROVISIONS. Every provision of this Note is intended
to be severable. If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal, invalid or unenforceable for any reason
whatsoever, such illegality, invalidity or unenforceability shall not affect the
balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable.

         10.4.    NOTICES. Notices shall be given under this Note in conformity
with the terms and conditions of the Mortgage.


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         10.5.    JOINT AND SEVERAL. The obligations of Maker in this Note shall
be joint and several obligations of Maker and of each Maker, if more than one,
and of each Maker's heirs, personal representatives, successors and assigns.

         10.6.    TIME OF ESSENCE. Time is of the essence of this Note and the
performance of each of the covenants and agreements contained herein.

         10.7.    GOVERNING LAW/JURISDICTION. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED, WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS OF SUCH STATE, AND
THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. MAKER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN
THE STATE IN WHICH THE PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING OUT
OF OR RELATING TO THIS NOTE.

         10.8.    NO ORAL MODIFICATION. The provisions of this Note and the
other Loan Documents may be amended or revised only by an instrument in writing
signed by Maker and Holder. This Note and all the other Loan Documents supersede
any and all prior commitments, agreements, representations and understandings,
whether written or oral, relating to the subject matter hereof and thereof and
may not be contradicted or varied by evidence or prior, contemporaneous or
subsequent oral agreements or discussions of maker and Holder. There are no oral
agreements between Maker and Holder.

         10.9.    COUNTERPARTS. This Note may be executed in several
counterparts, each of which shall be deemed an original instrument and all of
which together shall constitute a single Note.

         10.10.   AUTHORITY. Maker (and the undersigned representative of Maker,
if any) represents that Maker has full power, authority and legal right to
execute, deliver and perform its obligations pursuant to this Note and the other
Loan Documents and that this Note and the other Loan Documents constitute legal,
valid and binding obligations of Maker. Maker further represents that the Loan
was made for business or commercial purposes and not for personal, family or
household use.

         11.      EXCULPATION. Except as set forth below, neither Maker nor any
Principal shall be personally liable to pay the Principal Amount, or any other
amount due, or to perform any obligation, under the Loan Documents, and Holder
agrees to look solely to the Property and any other collateral heretofore, now,
or hereafter pledged by any party to secure the Loan; provided, however, in the
event (i) of fraud by Maker or Principal in connection with the Loan, or (ii)
the first full monthly payment on the Note is not paid when due, the limitation
on recourse set forth in this Section 11 will be null and void and completely
inapplicable, and this Note shall be with full recourse to Maker. Maker and each
Principal, jointly and severally, shall be personally liable for all losses,
damages, costs and expenses including attorneys' fees and expenses incurred by
Holder as a result of:

         (1)      any material misrepresentation by Maker or Principal in
                  connection with the Loan;

         (2)      any physical waste of the Property caused by the intentional
                  or grossly negligent act(s) or omission(s) of Maker, its
                  agents, affiliates, officers and employees; the failure by
                  Maker to maintain, repair or restore any part of the Property
                  as may be required by the Mortgage or any of the other Loan
                  Documents to the extent of all gross revenues that have been
                  generated by the Property following the date which is eighteen
                  (18) months prior to notice to Maker from Holder of such
                  failure to maintain, repair or restore any part of the
                  Property and that have not been applied to pay any portion of
                  the Loan, reasonable and customary operating expenses and
                  capital expenditures for the Property paid to third parties
                  not affiliated (directly or indirectly) with Maker, taxes and
                  insurance premiums for the Property and escrows deposited with
                  Holder; or the removal or disposal of any portion of the
                  Property after a default under the Loan Documents (as defined
                  in the Loan Documents) to the extent


                                      -8-

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                  such Property is not replaced by Maker with like property of
                  equivalent value, function and design;

         (3)      the misapplication or conversion by Maker of any insurance
                  proceeds paid by reason of any loss, damage or destruction to
                  the Property; and any awards or amounts received in connection
                  with the condemnation of all or a portion of the Property and
                  not used by Maker for restoration or repair of the Property;

         (4)      Maker's failure to deliver any security deposits collected
                  with respect to the Property to Holder or any other party
                  entitled to receive such security deposits under the Loan
                  Documents following an Event of Default; and any rents
                  (including advanced or prepaid rents), issues, profits,
                  accounts or other amounts generated by or related to the
                  Property attributable to, or accruing after an Event of
                  Default (which Event of Default has not been cured by Maker or
                  waived by Holder), which amounts were collected by Maker or
                  its property manager and not turned over to the Holder or used
                  to pay unaffiliated third parties for reasonable and customary
                  operating expenses and capital expenditures for the Property,
                  taxes and insurance premiums with respect to the Property and
                  any other amounts required to be paid under the Loan Documents
                  with respect to the Property;

         The foregoing shall in no way limit or impair the enforcement against
the Property or any other security granted by the Loan Documents of any of the
Holder's rights and remedies pursuant to the Loan Documents.

         Nothing herein shall be deemed to be a waiver of any right which Holder
may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the
Bankruptcy Code to file a claim for the full amount of the Loan secured by the
Loan Documents or to require that all collateral shall continue to secure all of
the Loan owing to Holder in accordance with this Note and the other Loan
Documents.

         IN WITNESS WHEREOF, Maker does execute this Note as of the date set
forth above.

                       MAKER:

                       RAMCO MADISON CENTER LLC, a Michigan limited
                       liability company

                       By:  Ramco-Gershenson Properties, L.P.,
                            a Delaware limited partnership
                       Its: Sole Member

                            By:  Ramco-Gershenson Properties Trust,
                                 a Maryland real estate investment trust,
                           Its:  General Partner

                            By:
                                -------------------------------------------
                          Name:  Dennis Gershenson
                           Its:  President


                                      -9-


<PAGE>   10


                                    EXHIBIT A

                              AMORTIZATION SCHEDULE












                                      -10-

</TEXT>
</DOCUMENT>
