EXHIBIT 7
STOCK REDEMPTION AGREEMENT
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THIS STOCK REDEMPTION AGREEMENT (the "Agreement") is made as of March 14,
2002 among the shareholders listed on the signature page hereto (collectively,
the "Sellers") and Ramco-Xxxxxxxxxx Properties Trust, a Maryland real estate
investment trust (the "Company").
RECITALS
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A. The Sellers collectively own a total of 1,200,000 Series A Convertible
Preferred Shares (the "Shares") of the Company as listed and described on
attached Exhibit A, being all the Shares owned by the Sellers.
X. Xxxxxxx desire to sell to the Company, and the Company desires to redeem
from Sellers, the Shares on the terms and conditions set forth in this
Agreement.
C. Upon redemption of the Shares, the Company and the Sellers wish to
terminate all of the Company's and Sellers' rights and obligations under the
Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 (the
"Purchase Agreement") and all other agreements entered into in connection
therewith, as of the date of the redemption of the Shares.
THEREFORE, the parties agree as follows:
1. REDEMPTION OF STOCK.
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1.1 Public Offering. The Company shall use its reasonable best efforts to
complete a public offering of its common shares on or before September 26, 2002,
with such offering to be of sufficient size that the net proceeds of the
offering will provide the Company with net liquid assets, when taken together
with the Company's other liquid assets, in excess of the Purchase Price (as
defined below)(the "Public Offering").
1.2 Agreement to Redeem Stock. Upon the terms and subject to the conditions
of this Agreement, Sellers shall upon no less than five business days' written
notice from the Company, and on the sixth business day following the Public
Offering (such date, the "Closing Date"), sell, assign and deliver to the
Company, and the Company shall redeem from Sellers, all, but not part of the
Shares. At the Company's option, the Sellers shall sell, assign and deliver to
the Company, and the Company shall redeem from the Sellers, all, but not part
of, the Shares on a Closing Date selected by the Company, upon no less than ten
business day's written notice to Sellers, prior to the completion of the Public
Offering and prior to September 26, 2002, if the Company is able to secure
alternate financing of the Purchase Price. The certificates for the Shares
shall, when delivered by the Sellers to the Company, be duly endorsed for
transfer to the Company, or have an executed stock power endorsed to the Company
attached to the certificates.
1.3 Purchase Price. The purchase price per Share for the Shares shall be
the greater of (a) $22-1/7 or (b) the quotient obtained by dividing (i) the
product of (A) $25 and (B) the price to the public in the Public Offering (or,
if the purchase is made pursuant to the Company's option as set forth in Section
1.2, the average closing price of the Company's common shares on the New York
Stock Exchange for the 20 trading days immediately prior to the giving of the
purchase notice) less $2 by (ii) $17.50 (the "Purchase Price"). For example, if
the price to the public in the Public Offering were $18.25, the Purchase Price
would be $23.214 ($25 x 16.25 / 17.5). On the Closing Date, the Company shall
pay to the Sellers the Purchase Price of all of the Shares by wire transfer of
immediately available funds.
1.4 Agreement Not to Convert. None of the Sellers shall voluntarily convert
its Shares into common shares prior to September 26, 2002.
2. REPRESENTATIONS AND WARRANTIES.
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2.1 Sellers' Representations and Warranties. As an inducement to the
Company to enter into and perform this Agreement, each of the Sellers, severally
and not jointly, represent and warrant the following to the Company. The Sellers
acknowledge that the Company is relying on the truth and accuracy of the
following representations and warranties in entering into this Agreement.
2.1.1 Ownership of the Shares. Each of Sellers has good title to all of its
Shares as set forth on Exhibit A, free and clear of all pledges, warrants,
calls, options, rights, commitments, subscriptions, contracts, agreements,
understandings, arrangements, voting trusts or agreements, proxies, unpaid
taxes, adverse claims and other claims of whatever nature.
2.1.2 Sophistication. Each of Sellers has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the sale of the Shares.
2.1.3 Independent Decision. Each of Sellers or their respective investment
managers has made its own investment decision concerning the sale of the Shares
and the Purchase Price of the Shares. Each of Sellers has not received, and has
not and will not rely on, any representations, opinions or recommendations from
the Company (except as expressly provided in this Agreement) concerning the sale
of the Shares, the Purchase Price of the Shares or the value of the Shares.
2.1.4 Information.
2.1.4.1 The Company has made available to Sellers the opportunity to ask
questions of, and receive answers from, the Company and persons acting on their
behalf concerning the terms and conditions of the transactions contemplated by
this Agreement and concerning the Company (including its financial condition,
results of operations, cash flows, business and prospects), and to obtain from
the Company any information readily available.
2.1.4.2 Each of Sellers is assuming responsibility, and is not relying on
the Company in any manner whatsoever, to analyze and evaluate any information it
has received. Each of Sellers has been furnished, or has obtained, all
information it desires to review before agreeing to sell the Shares. Each of the
Sellers has consulted with legal counsel concerning the terms and conditions of
this Agreement and the transactions described in this Agreement.
2.2 Company's Representations and Warranties. As an inducement to the
Sellers to enter into and perform this Agreement, the Company represents and
warrants the following to each of the Sellers. The Company acknowledges that the
Sellers are relying on the truth and accuracy of the following representations
and warranties in entering into this Agreement.
2.2.1 The Company hereby represents and warrants to Sellers that the
transactions contemplated by this Agreement have been duly authorized and when
consummated will be a valid and binding obligation of the Company and will not
violate (i) any court order, decree, agreement or other documents to which the
Company is a party, (ii) the Declaration of Trust or Bylaws of the Company; or
(iii) any applicable laws.
2.2.2 Public Offering; Sufficient Funds. The Company will use its
reasonable best efforts to complete the Public Offering by September 26, 2002 so
that it will have sufficient funds thereby to complete the transactions
contemplated herein on the Closing Date.
2.2.3 Insolvency. The Company will not be rendered insolvent by reason of
the transactions contemplated herein nor will it be left with unreasonably small
capital for purposes of operating its business.
2.2.4 Merger Transaction. The Company is not in discussions with a third
party regarding a merger or any other transaction of the type described in
Section 3(b).
3. TERMINATION OF AGREEMENTS; WAIVER OF RIGHTS.
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(a) Upon redemption of all of the Shares on the Closing Date, the Purchase
Agreement and the rights and obligations therein shall be terminated, and none
of the Sellers shall have any rights under that certain Registration Rights
Agreement dated as of September 30, 1997. Each of the Sellers hereby waives any
rights that it may have to notice of, or to participate in, the Company's Public
Offering of Shares and the Company hereby waives any rights that it may have to
cause the Sellers to purchase any shares of the Company's common stock as part
of or in connection with any public offering of the Company's securities.
(b) If the Closing Date has not occurred by September 26, 2002, or if prior
to September 26, 2002, the Company is involved in (i) any merger, consolidation,
reorganization or other business combination pursuant to which all or a
substantial portion of the business of the Company is combined with that of
another entity; (ii) the acquisition by a third party of a majority of the
voting stock of the Company by way of a tender or exchange offer, negotiated or
open market purchase or otherwise; (iii) the acquisition of all or substantially
all of the assets of the Company; or (iv) the acquisition of the Company other
than through the acquisition of the Company's capital stock, whether effected,
in any case, in one transaction or a series of transactions, where the
consideration to be paid is in excess of the Purchase Price, then this Agreement
shall terminate and be of no further force and effect.
4. MISCELLANEOUS.
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4.1 Survival of Provisions. The representations, warranties and covenants
of the parties contained in this Agreement shall survive the consummation of the
redemption of the Shares pursuant to this Agreement.
4.2 Governing Law. The laws of the State of New York shall govern this
Agreement, its construction, and the determination of any rights, duties or
remedies of the parties arising out of or relating to this Agreement.
4.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.4 Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties to this Agreement with respect to the subject
matter of this Agreement. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth in
this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter, and any
such prior agreements or understandings are merged into this Agreement.
4.5 Severability. If any provision of this Agreement is determined to be
illegal or invalid, such illegality or invalidity shall have no effect on the
other provisions of this Agreement, which shall remain valid, operative and
enforceable.
4.6 Assignment. The right to purchase the Shares from the Sellers may not
be assigned by the Company to any third party without the Seller's prior written
consent.
4.7 Fees and Expenses. The Company agrees to pay the Sellers' reasonable
fees and expenses, including the reasonable fees and expenses of the Sellers'
counsel (not to exceed $10,000 in total) in connection with the transactions
referred to in or contemplated by this Agreement.
4.8 Notices. All notices required or permitted hereunder shall be hand
delivered or sent by certified mail, by overnight mail or by recognized
overnight courier to the parties at the following addresses:
If to the Company: Ramco-Xxxxxxxxxx Properties Trust
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to any Seller: c/o Morgan Xxxxxxx Realty
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
or at any other addresses which the parties may subsequently provide to each
other pursuant to the foregoing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in the introductory paragraph of this Agreement.
THE COMPANY: Ramco-Xxxxxxxxxx Properties Trust
By: /s/ Xxxxxxx X. Xxxxx
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Its: Chief Financial Officer
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SELLERS: The Xxxxxx Xxxxxxx Real Estate Special
Situations Fund II, L.P.
By: MS Real Estate Special Situations, Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
MS Special Funds Pte. Ltd.
By: MS Real Estate Special Situations, Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
Stichting Pensioenfonds ABP
By: Xxxxxx Xxxxxxx Investment Management Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
(signatures continued on next page)
(signatures continued from prior page)
Stichting Bedrijfspensioenfonds voor de Metaal en
Technische Bedrijfstakken
By: Xxxxxx Xxxxxxx Investment Management Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
The Xxxxxx Xxxxxxx Real Estate Special Situations
Fund I, L.P.
By: Xxxxxx Xxxxxxx Investment Management Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
Xxxxxx Xxxxxxx Real Estate Special Situations
Investors, L.P.
By: Xxxxxx Xxxxxxx Investment Management Inc., as
Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
MS Real Estate Special Situations, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
EXHIBIT A
OWNERSHIP OF SHARES BY SELLERS
Seller No. of Shares
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Stichting Pensioenfonds ABP 240,000
Xxxxxx Xxxxxxx Real Estate Special Situations Fund I, L.P. 242,426
Xxxxxx Xxxxxxx Real Estate Special Situations Fund II, L.P. 323,232
MS Special Funds Pte. Ltd. 159,999
Stichting Bedriufspensioenfonds voor de Metaal en Technische
Bedrijfstakken 159,999
MS Real Estate Special Situations, Inc. 53,722
Xxxxxx Xxxxxxx Real Estate Special Situations Investors, L.P. 20,622
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Total 1,200,000
