Exhibit
10.3


FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT


THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
dated as of June 14, 2007 (the “First Amendment”), is by and among
CENTRO NP LLC, a Delaware limited liability company (formerly known as Super IntermediateCo
LLC), (the “Borrower”)
BANK OF AMERICA, N.A., as Administrative Agent for the Lenders under the
Revolving Credit Agreement referenced below (in such capacity, the “Administrative
Agent”) and the Lenders to such Revolving Credit Agreement, and is an
amendment to that certain Revolving Credit Agreement dated as of April 20, 2007
by and among the Borrower, the Lenders and the Administrative Agent (the “Revolving
Credit Agreement”).  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Revolving Credit Agreement.


W I T N E S
S E T H


WHEREAS, the Borrower, the Lenders, and the
Administrative Agent have agreed to amend the Revolving Credit Agreement on the
terms and conditions set forth herein; and


WHEREAS, each of the Guarantors under that certain
Guaranty dated as of April 20, 2007, has executed this First Amendment as
evidence of such Guarantor’s consent to the amendment set forth herein and for
the purposes of (a) reaffirming the terms of its Guaranty, (b) making the
representations and warranties set forth herein to the extent applicable to
such Guarantor and (c) for the other purposes referenced herein;


NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged by the parties hereto, the parties
hereto agree as follows:


1.                                      Amendments to Revolving Credit Agreement.


(a)                                  All references to “Super IntermediateCo LLC”
contained in the Revolving Credit Agreement (and each other Loan Document) are
hereby deemed to be references to “Centro NP LLC.”


(b)                                 All references to the Borrower as a “Maryland
limited liability company” contained in the Revolving Credit Agreement (and
each other Loan Document) are hereby changed to reference the Borrower as a “Delaware
limited liability company.”


(c)                                  The definition of the term “Applicable Margin”
contained in Section 1.1 of the Revolving Credit Agreement is hereby deleted in
its entirety and replaced with the following:


““Applicable Margin”:  (a) with respect to the unpaid principal
balance of Prime Rate Loans or LIBOR Loans, at all times during which the
applicable Pricing Level set forth below is in effect, (b) with respect to the
calculation of the Facility Fee pursuant to Section 3.1, at all times during
which the applicable Pricing Level set forth below is in effect (the “Applicable
Facility Fee Percentage”), and (c) with respect to the calculation of the
Letter of Credit Commission Fees pursuant to Section 2.5(f), at all times
during which the applicable Pricing Level set forth below is in effect, the
respective percentage set forth below next to such Pricing Level:


	
  Pricing Level

  	
   

  	
  LIBOR Loans/

  Letter of Credit

  Commission Fee

  	
   

  	
  Prime Rate Loans

  	
   

  	
  Applicable Facility Fee

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pricing Level I

  	
   

  	
  0.375

  	
  %

  	
  0

  	
  %

  	
  0.125

  	
  %

  
	
  Pricing Level II

  	
   

  	
  0.425

  	
  %

  	
  0

  	
  %

  	
  0.150

  	
  %

  
	
  Pricing Level
  III

  	
   

  	
  0.550

  	
  %

  	
  0

  	
  %

  	
  0.150

  	
  %

  
	
  Pricing Level IV

  	
   

  	
  0.750

  	
  %

  	
  0

  	
  %

  	
  0.200

  	
  %

  
	
  Pricing Level V

  	
   

  	
  1.000

  	
  %

  	
  0.250

  	
  %

  	
  0.250

  	
  %

  



 













Changes in the Applicable Margin resulting from a
change in a Pricing Level shall become effective as of the opening of business
upon the date of any change in the Senior Debt Rating of the Borrower (or, if
applicable, NXL, as determined in accordance with the definition of the term “Senior
Debt Rating”), as determined by S&P, Moody’s and/or Fitch, as the case may
be, which would affect the applicable Pricing Level.”


(c)                                  The definition of the term “Excepted Mortgage
Indebtedness” contained in Section 1.1 of the Revolving Credit Agreement is
hereby deleted in its entirety and replaced with the following:


““Excepted Mortgage
Indebtedness”: means any mortgage Indebtedness of the Borrower or any of
its Subsidiaries pursuant to which a default or event of default has arisen
solely as a result of the Merger or Liquidation and the transactions related
thereto but which has not been accelerated or otherwise the subject of a demand
in accordance with the terms of such Indebtedness for prepayment prior to
maturity.”


(d)                                 The definition of the term “Senior Debt Rating”
contained in Section 1.1 of the Revolving Credit Agreement is hereby deleted in
its entirety and replaced with the following:


““Senior
Debt Rating”: the senior unsecured non-credit-enhanced
debt rating of the Borrower as determined by S&P, Moody’s and/or Fitch from
time to time; provided, that (a) if the Borrower receives only two ratings and
these ratings are not equivalent, the Pricing Level is determined by the higher
of the two ratings; (b) if the Borrower receives more than two ratings, the
Pricing Level is determined by the second highest rating and (c) if the Borrower fails to maintain a Senior Debt Rating from at
least two of S&P, Moody’s or Fitch, the Pricing Level would be the rating
level at less than BBB-/Baa3; provided, that if the Borrower has not yet
been rated by any such service, then the latest rating, if any, given by any
such service to NXL shall be used in determining the Borrower’s rating from
such service for purposes hereof.”


(e)                                  Section 5.5 of the Revolving Credit Agreement is
hereby deleted in its entirety and replaced with the following:


“5.5                           Litigation.


Except as disclosed on Schedule
4.5, there shall be no injunction, writ, preliminary restraining order or
other order of any nature issued by any Governmental Authority in any respect
affecting the transactions provided for herein and no action or proceeding by
or before any Governmental Authority shall have been commenced and be pending
or, to the knowledge of the Borrower, threatened, seeking to prevent or delay
the transactions contemplated by the Loan Documents or challenging any other
terms and provisions hereof or thereof or seeking any damages in connection
therewith.”


(f)                                    Section 7.1(c) of the Revolving Credit Agreement
is hereby deleted in its entirety and replaced with the following:


“(c)                            Quarterly
Statements.  As soon as available,
but in any event within 60 days after the end of the first three fiscal
quarters of each year of the Borrower (except in the case of the first fiscal
quarter occurring during calendar year 2007, for which quarter the outside date
for delivery shall be the date which is 120 days following the end of such
quarter), a copy of the unaudited Consolidated Balance Sheet of the Borrower as
at the end of each such quarterly period, together with the related unaudited
Consolidated Statements of Income and Cash Flows for the elapsed portion of the
fiscal year through the end of such period, setting forth in each case in
comparative form the figures for the corresponding periods of the preceding
fiscal year, certified by the Chief Financial Officer as being true, correct
and complete in all material respects and as presenting fairly the Consolidated
financial condition and the Consolidated results of operations of the Borrower
and its Subsidiaries.”



 2
 









(g)                                 Section 7.1(e) of the Revolving Credit Agreement
is hereby deleted in its entirety and replaced with the following:


“(e)                            Compliance
Certificate.  Concurrently with the
delivery of the financial statements referred to in Sections 7.1(a) and 7.1(c),
a Compliance Certificate, certified by the Chief Financial Officer, or
Treasurer and Vice President, setting forth in reasonable detail the
computations demonstrating whether the Borrower is in compliance with the
provisions of Sections 8.13, 8.14, 8.15, 8.16, 8.17 and 8.18.”


(h)                                 Section 7.12(b) of the Revolving Credit Agreement
is hereby deleted in its entirety and replaced with the following:


“(b)                           Not, at
any time during the term hereof, (i) fail to observe all organizational
formalities and maintain its records, books of account, bank accounts,
financial statements, accounting records and other entity documents separate
and apart from those of any other Person (except that Borrower’s financial
position, assets, liabilities, net worth and operating results may be included
in the consolidated financial statements of an Affiliate; provided that such
consolidated financial statements contain a footnote indicating that Borrower
is a separate legal entity and that it maintains separate books and records),
(ii) commingle its assets with the assets of any Person holding equity
interests of the Borrower or permit any Person holding equity interests of the
Borrower or any other constituent party independent access to its bank
accounts; (iii) maintain its assets in such a manner that it will be costly or
difficult to segregate, ascertain or identify its individual assets from those
of any other Person; (iv) fail either to hold itself out to the public as a
legal entity separate and distinct from any other Person or to conduct its
business solely in its own name or fail to correct any known misunderstanding
regarding its separate identity; (v) fail to maintain adequate capital for the
normal obligations reasonably foreseeable in a business of its size and
character and in light of their contemplated business operations; (vi) without
the unanimous written consent of all of its members (A) file or consent to the
filing of any petition, either voluntary or involuntary, to take advantage of
any Debtor Relief Laws, (B) seek or consent to the appointment of a receiver,
liquidator or any similar official, (C) take any action that might cause such
entity to become insolvent, or (D) make an assignment for the benefit of
creditors; (vii) fail to remain solvent or pay its own liabilities (including,
without limitation, salaries of its own employees) only from its own funds,
provided that there are sufficient funds from the operation of the Property to
do so; (viii) acquire obligations or securities of its members or other
Affiliates, as applicable, except as expressly permitted herein; or (ix) fail
to maintain a sufficient number of employees in light of its contemplated
business operations.”


(i)                                     Section 8.11(c) of the Revolving Credit Agreement
is hereby deleted in its entirety and replaced with the following:


“(c)                            the
Borrower may (i) effect Stock repurchases and redemptions to the extent
permitted by Sections 8.3(l) or 8.3(m) and (ii) in connection with the
Liquidation, make liquidation payments in respect of the Series D and E
preferred shares of the Borrower in amounts not to exceed $276,250,000 plus any
accrued and unpaid dividends owing at the time of the Liquidation or at the
time of the payment of liquidation payments, as applicable, in accordance with
the terms of such preferred shares;”


(j)                                     Section 8.16 of the Revolving Credit Agreement is
hereby deleted in its entirety and replaced with the following:


“8.16                     Indebtedness
to Unencumbered Assets Ratio.


Permit the ratio
of Consolidated Total Indebtedness consisting of Consolidated unsecured
Indebtedness of the Borrower and its Subsidiaries to Unencumbered Asset Value
to, at any time, exceed 60%.”



 3
 









(k)                                  Each
of Exhibits A, B, C, D, E, F, G, H, J, K, L and M to the Revolving Credit
Agreement are hereby deleted in their entirety and replaced with the applicable
Exhibit set forth on Rider A attached hereto.


2.                                      Conditions
Precedent.  The effectiveness of
this First Amendment is subject to receipt by the Administrative Agent of each
of the following, each in form and substance satisfactory to the Administrative
Agent:


(a)                                  a
counterpart of this First Amendment duly executed by the Borrower, each of the
Guarantors, each of the Lenders and the Administrative Agent;


(b)                                 payment
by Borrower of all outstanding fees and expenses of the Administrative Agent
and the Administrative Agent’s counsel payable in accordance with the Revolving
Credit Agreement and this First Amendment;
and


(c)                                  such
other documents, instruments and agreements as the Administrative Agent may
reasonably request.


3.                                      Representations.  The Borrower and each of the Guarantors
collectively represent and warrant to the Administrative Agent and the Lenders
that:


(a)                                  Authorization.  The Borrower and each of the Guarantors,
respectively, has the right and power and has obtained all authorizations
necessary to execute and deliver this First Amendment and to perform its
respective obligations hereunder and under the Revolving Credit Agreement, as
amended by this First Amendment, in accordance with their respective terms,
except to the extent the failure would not reasonably be expected to have a
Material Adverse Effect.  This First
Amendment has been duly executed and delivered by a duly authorized officer of
the Borrower and each Guarantor, respectively, and each of this First Amendment
and the Revolving Credit Agreement, as amended by this First Amendment, is a
legal, valid and binding obligation of the Borrower and each Guarantor (each as
applicable), enforceable against the Borrower and each Guarantor (each as
applicable) in accordance with its respective terms, except as the same may be
limited by bankruptcy, insolvency, and other similar laws affecting the rights
of creditors generally and by equitable principles generally.


(b)                                 Compliance
with Laws, etc.  The execution and
delivery by the Borrower and each of the Guarantors of this First Amendment and
the performance by the Borrower and/or the Guarantors of this First Amendment
and the Revolving Credit Agreement, as amended by this First Amendment, in
accordance with their respective terms, does not and will not, by the passage
of time, the giving of notice or otherwise (except to the extent the failure,
violation, breach or default would not reasonably be expected to have a
Material Adverse Effect): (i) require any approval (other than those already
obtained) by any Governmental Authority or violate any law which is applicable
to the Borrower, any Guarantor, any Financial Covenant Party, the Loan
Documents or the transactions contemplated herein or therein; (ii) conflict
with, result in a breach of or constitute a default under the organizational
documents of the Borrower, any of the Guarantors or any other Financial
Covenant Party, or any indenture, agreement/or other instrument to which the
Borrower, any of the Guarantors or any other Financial Covenant Party is a
party or by which it or any of its respective properties may be bound; or (iii)
result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by the Borrower, any
Guarantor or any other Financial Covenant Party other than in favor of the
Administrative Agent for the benefit of the Lenders; and


(c)                                  No
Default.  No Default or Event of
Default has occurred and is continuing as of the date hereof nor will exist
immediately after giving effect to this First Amendment.


4.                                      Reaffirmation
of Representations.  The Borrower
and each of the Guarantors hereby repeat and reaffirm all representations and
warranties made by such party to the Administrative Agent and the Lenders in
the Revolving Credit Agreement, as amended hereby, and the other Loan Documents
to which it is a party on and as of the date hereof (other than any
representation or warranty expressly relating to an earlier date) with the same
force and effect as if such representations and warranties were set forth in
this First Amendment in full.



 4
 









5.                                      Reaffirmation
of Guaranty.  Each of the
Guarantors hereby reaffirms its continuing obligations to the Administrative
Agent and the Lenders under the Revolving Credit Agreement, as amended hereby,
and, except as amended hereby, agrees that the transactions contemplated by
this First Amendment shall not in any way affect the validity and
enforceability of their respective guaranty obligations thereunder or reduce,
impair or discharge the obligations of such Guarantors thereunder.


6.                                      Severability.  If any provision of this First Amendment or
of the Revolving Credit Agreement, as amended hereby, is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this First Amendment or of the Revolving Credit
Agreement, as applicable, shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


7.                                      Certain
References.  Each reference to
the Revolving Credit Agreement in any of the Loan Documents shall be deemed to
be a reference to the Revolving Credit Agreement as amended by this First
Amendment and this First Amendment shall be deemed a Loan Document for purposes
of the application of provisions of the Revolving Credit Agreement generally
applicable thereto (including, without limitation, any waiver provisions).


8.                                      Expenses.  The Borrower shall (to the extent not
previously paid pursuant to Section 2(b) above) reimburse the Administrative
Agent upon demand for all reasonable out-of-pocket costs and expenses
(including reasonable attorneys’ fees) incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this First
Amendment and the other agreements and documents executed and delivered in
connection herewith.


9.                                      Benefits.
 This First Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


10.                               No
Novation. The parties hereto intend this First Amendment to evidence
the amendments to the terms of the existing indebtedness of the Borrower and
Guarantors to the Lenders as specifically set forth herein and do not
intend for such amendments to constitute a novation in any manner whatsoever.


11.                               GOVERNING
LAW.  THIS FIRST AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


12.                               No
Implied Agreements.  Except as
expressly herein amended, the terms and conditions of the Revolving Credit
Agreement and the other Loan Documents remain in full force and effect.  The amendments contained herein shall be
deemed to have prospective application only, unless otherwise specifically
stated herein.


13.                               Counterparts.
This First
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.  It shall not be necessary in making proof of
this First Amendment to produce or account for more than one such counterpart
for each of the parties hereto.  Delivery
by facsimile or scanned copy by electronic mail by any of the parties hereto of
an executed counterpart of this First Amendment shall be as effective as an
original executed counterpart hereof. 
Each counterpart hereof shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.


14.                                 Binding Effect.   This
First Amendment shall become effective as of the date hereof at such time when
all of the conditions set forth in Section 2 hereof have been satisfied or
waived by the Required Lenders and it shall have been executed by the Borrower,
the Guarantors and the Administrative Agent, and the Administrative Agent shall
have received copies hereof (telefaxed or otherwise) which, when taken
together, bear the signatures of the Required Lenders, and thereafter this
Revolving Credit Agreement shall be binding upon and inure to the benefit of
the Borrower, the Guarantors, the Administrative Agent and each Lender and
their respective successors and assigns.



 5
 









15.                               Release.  Each Credit Party hereby represents and
warrants that it has no claims, counterclaims, offsets, or defenses to the
Revolving Credit Agreement or any of the other Loan Documents, or to the
performance of their respective obligations thereunder and, in consideration of
the Lenders’ and Administrative Agent’s willingness to grant the amendment
referenced herein, hereby releases the Administrative Agent, the Lenders, the
L/C Issuer, the Arranger and each of their respective officers, employees,
representatives, agents, counsel and directors from any and all actions, causes
of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, now known or unknown, suspected or unsuspected to the
extent that any of the foregoing arises from any action or failure to act on or
prior to the date hereof, except to the extent of the gross negligence or
willful misconduct of any such Person.


16.                               Definitions.
 All capitalized terms not otherwise
defined herein are used herein with the respective definitions given them in
the Revolving Credit Agreement.  The
interpretive provisions set forth in Article I of the Revolving Credit
Agreement, except as modified hereby, shall apply to this First Amendment as
though set forth herein.


[Signature Pages to Follow]



 6















IN WITNESS
WHEREOF, each of the parties hereto has caused a counterpart of this First
Amendment to be duly executed and delivered as of the date written above.


	
  BORROWER:

  	
   

  	
  CENTRO NP LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
  (formerly known as Super IntermediateCo LLC)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBSIDIARY GUARANTORS:

  	
   

  	
  NEW PLAN REALTY TRUST, LLC a Delaware limited 

  
	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  EXCEL REALTY TRUST - ST, LLC, a Delaware limited
  

  
	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  NEW PLAN FLORIDA HOLDINGS, LLC, a Delaware
  limited

  
	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  CA NEW PLAN ASSET PARTNERSHIP IV, L.P., a
  Delaware

  
	
   

  	
   

  	
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CA New Plan Asset, Inc., a Delaware corporation, its
  sole 

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  EXCEL REALTY TRUST-NC, a North Carolina general

  
	
   

  	
   

  	
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NC Properties #1 Inc., a Delaware corporation, its
  managing 

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
															



 













 


	
  

  	
   

  	
  NP OF TENNESSEE, L.P., a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  New Plan of Tennessee, Inc., a Delaware corporation,
  its 

  
	
   

  	
   

  	
   

  	
  sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  POINTE ORLANDO DEVELOPMENT COMPANY, a

  
	
   

  	
   

  	
  California general partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ERT Development Corporation, a Delaware corporation,
  

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  By:

  	
  ERT Pointe Orlando, Inc., a New York Corporation, a
  New 

  
	
   

  	
   

  	
   

  	
  York corporation, general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  CA NEW PLAN TEXAS ASSETS, L.P., a Delaware
  limited

  
	
   

  	
   

  	
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CA New Plan Floating Rate SPE, Inc., a Delaware 

  corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER I, LLC, a

  
	
   

  	
   

  	
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
										



 













 


	
  

  	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER II, L.P., a

  
	
   

  	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan Lower Tier OH, LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEW PLAN OF ILLINOIS, LLC, a Delaware limited
  liability 

  
	
   

  	
   

  	
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
									



 


	
  

  	
   

  	
  NEW PLAN PROPERTY HOLDING COMPANY, a Maryland

  
	
   

  	
   

  	
  real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEW PLAN OF MICHIGAN, LLC, a Delaware limited

  
	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP, General Counsel and Secretary

  	
   

  
						



 













 


	
  ADMINISTRATIVE AGENT/LENDERS:

  	
   

  	
  BANK OF AMERICA, N.A., in its capacity as Administrative

  
	
   

  	
   

  	
  Agent and as the sole
  Lender under the Revolving Credit Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Mark Mokelke

  	
   

  
	
   

  	
   

  	
  Name:

  	
    /s/ Mark Mokelke

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President