Exhibit
10.2


GUARANTY


GUARANTY
(as the same may be amended, supplemented or otherwise modified from time to
time, this “Guaranty”), dated as of April
20, 2007, by and among each of the Subsidiaries listed on Schedule I hereto
(collectively, the “Subsidiary Guarantors”) and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) on behalf of
the Lenders under and as defined in the Loan Agreement (hereinafter defined).


RECITALS


I.                                         Reference
is made to that certain Revolving Credit Agreement, dated as of April 20, 2007,
by and among Super IntermediateCo LLC, a Maryland limited liability company
(the “Borrower”), Bank of America,
N.A., individually and as administrative agent, and the lenders party thereto
(as the same may have been otherwise amended, restated, supplemented or
modified from time to time prior to the date hereof, the “Credit
Agreement”).


II.                                     The
Administrative Agent and the Lenders have made it a condition precedent to the
effectiveness of the Credit Agreement that each Subsidiary Guarantor execute
and deliver this Guaranty.


III.                                 Each
Subsidiary Guarantor expects to derive substantial benefit from the Credit
Agreement and the transactions contemplated thereby and, in furtherance
thereof, has agreed to execute and deliver this Guaranty.


Therefore,
in consideration of the Recitals, the terms and conditions herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Subsidiary Guarantors and the Administrative
Agent hereby covenant and agree as follows:


1.                                       Defined
Terms


(a)                                  Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.


(b)                                 When
used in this Guaranty, the following capitalized terms shall have the
respective meanings ascribed thereto as follows:


“Borrower Obligations” means all present and
future obligations and liabilities, whether deemed principal, interest,
additional interest, fees, expenses or otherwise of the Borrower to the
Administrative Agent and the Lenders, including, without limitation, all
obligations under (i) the Credit Agreement, (ii) the Notes (including, without
limitation, the Revolving Credit Notes, the Swing Loan Note and the Competitive
Advance Notes), (iii) the Letters of Credit, and (iv) all other Loan Documents.


“Guarantor Obligations” means, with respect to
each Subsidiary Guarantor, all of the obligations and liabilities of such
Subsidiary Guarantor hereunder, whether fixed, contingent, now existing or
hereafter arising, created, assumed, incurred or acquired.


2.                                       Guarantee


(a)                                  Subject
to Section 2(b), each Subsidiary Guarantor hereby absolutely, irrevocably and
unconditionally guarantees the full and prompt payment when due (whether at
stated maturity, by acceleration or otherwise) of the Borrower
Obligations.  The agreements of each
Subsidiary Guarantor in this Guaranty constitute a guarantee of payment, and no
Credit Party shall have any obligation to enforce any Loan Document or exercise
any right or remedy with respect to any collateral security thereunder by any
action, including making or perfecting any claim against any Person or any
collateral security for any of the Borrower Obligations prior to being entitled
to the benefits of this Guaranty.  The
Administrative Agent may, at its option, proceed against the Subsidiary
Guarantors, or any one or more of them, in the first instance, to enforce the
Guarantor Obligations without first proceeding against the Borrower or any
other Person, and without first resorting to any other rights or remedies, as
the Administrative Agent may deem advisable. 
In furtherance hereof, if any Credit Party is prevented by law from
collecting or otherwise hindered from collecting or otherwise enforcing any
Borrower Obligation in accordance with its terms, such Credit Party shall be
entitled to receive hereunder from the Subsidiary Guarantors after demand 













therefor, the sums
which would have been otherwise due had such collection or enforcement not been
prevented or hindered.


(b)                                 Notwithstanding
anything to the contrary contained herein, the maximum aggregate amount of the
obligations of each Subsidiary Guarantor hereunder shall not, as of any date of
determination, exceed the lesser of the greatest amount that is valid and
enforceable against such Subsidiary Guarantor under principles of New York
State contract law and the greatest amount that would not render such
Subsidiary Guarantor’s liability hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any provisions of applicable state law (collectively, the “Fraudulent
Transfer Laws”), in each case after giving effect to all other liabilities of
such Subsidiary Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws (specifically excluding, however, any liability (A) in
respect of intercompany indebtedness to the Borrower or any Affiliate or
Subsidiary of the Borrower, to the extent that such intercompany indebtedness
would be discharged to the extent payment is made by such Subsidiary Guarantor
hereunder, and (B) under any guarantee of (1) senior unsecured indebtedness or
(2) indebtedness subordinated in right of payment to any Borrower Obligation,
in either case which contains a limitation as to maximum liability similar to
that set forth in this Section 2(b) and pursuant to which the liability of such
Subsidiary Guarantor hereunder is included in the liabilities taken into
account in determining such maximum liability) and after giving effect as
assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights of such Subsidiary Guarantor
pursuant to applicable law or any agreement providing for an equitable
allocation among such Subsidiary Guarantor and other Affiliates or Subsidiaries
of the Borrower of obligations arising under guarantees by such parties.


(c)                                  Each
Subsidiary Guarantor agrees that the Guarantor Obligations may at any time and
from time to time exceed the maximum aggregate amount of the obligations of
such Subsidiary Guarantor hereunder without impairing this Guaranty or
affecting the rights and remedies of any Credit Party hereunder.


3.                                       Absolute
Obligation


Except
as provided by Section 8.2, 10.12 and 11.1 of the Credit Agreement, no
Subsidiary Guarantor shall be released from liability hereunder unless and
until the Commitments of the Lenders have terminated and either (i) the
Borrower shall have paid in full the outstanding principal balance of the
Loans, together with all accrued and unpaid interest thereon, and all other
amounts then due and owing under the Loan Documents, or (ii) the Guarantor
Obligations of such Subsidiary Guarantor shall have been paid in full in
cash.  Each Subsidiary Guarantor
acknowledges and agrees that (a) no Credit Party has made any representation or
warranty to such Subsidiary Guarantor with respect to the Borrower, any of its Subsidiaries,
any Loan Document, or any agreement, instrument or document executed or
delivered in connection therewith, or any other matter whatsoever, and (b) such
Subsidiary Guarantor shall be liable hereunder, and such liability shall not be
affected or impaired, irrespective of (A) the validity or enforceability of any
Loan Document, or any agreement, instrument or document executed or delivered
in connection therewith, or the collectability of any of the Borrower
Obligations, (B) the preference or priority ranking with respect to any of the
Borrower Obligations, (C) the existence, validity, enforceability or perfection
of any security interest or collateral security under any Loan Document, or the
release, exchange, substitution or loss or impairment of any such security
interest or collateral security, (D) any failure, delay, neglect or omission by
any Credit Party to realize upon or protect any direct or indirect collateral
security, indebtedness, liability or obligation, any Loan Document, or any agreement,
instrument or document executed or delivered in connection therewith, or any of
the Borrower Obligations, (E) the existence or exercise of any right of set-off
by any Credit Party, (F) the existence, validity or enforceability of any other
guarantee with respect to any of the Borrower Obligations, the liability of any
other Person in respect of any of the Borrower Obligations, or the release of
any such Person or any other guarantor of any of the Borrower Obligations, (G)
any act or omission of any Credit Party in connection with the administration
of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy,
insolvency, reorganization or receivership of, or any other proceeding for the
relief of debtors commenced by or against, any Person, (I) the disaffirmance or
rejection, or the purported disaffirmance or purported rejection, of any of the
Borrower Obligations, any Loan Document, or any agreement, instrument or
document executed or delivered in connection therewith, in any bankruptcy,
insolvency, reorganization or receivership, or any other proceeding for the
relief of debtor, relating to any Person, (J) any law, regulation or decree now
or hereafter in effect which might in any manner affect any of the terms or
provisions of any Loan Document, or any agreement, instrument or document
executed or delivered in connection therewith or any of the Borrower
Obligations, or which might cause or permit to be invoked any alteration in the
time, amount, manner or payment or performance of any of the Borrower’s 













obligations and
liabilities (including the Borrower Obligations), (K) the merger or
consolidation of the Borrower into or with any Person, (L) the sale by the
Borrower of all or any part of its assets, (M) the fact that at any time and from
time to time none of the Borrower Obligations may be outstanding or owing to
any Credit Party, (N) any amendment or modification of, or supplement to, any
Loan Document, or (O) any other reason or circumstance which might otherwise
constitute a defense available to or a discharge of the Borrower in respect of
its obligations or liabilities (including the Borrower Obligations) or of such
Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than
by the performance in full thereof).


4.                                       Representations
and Warranties


(a)                                  Each
of the Subsidiary Guarantors represents and warrants as to itself that all
representations and warranties relating to it contained in the Credit Agreement
are true and correct.


(b)                                 Each
of the Subsidiary Guarantors represents and warrants as to itself that it has
full legal power and authority to enter into, execute, deliver and perform the
terms of this Guaranty, all of which have been duly authorized by all proper
and necessary corporate or trust action.


(c)                                  Each
of the Subsidiary Guarantors represents and warrants as to itself that this
Guaranty constitutes the valid and legally binding obligations of such
Subsidiary Guarantor, and is enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of creditors’
rights generally; and that the execution, delivery and performance by such
Subsidiary Guarantor of this Guaranty does not violate the provisions of any
applicable statute, law, rule or regulation of any Governmental Authority.


(d)                                 Each
of the Subsidiary Guarantors represents and warrants as to itself that no
consent, authorization or approval of, filing with, notice to, or exemption by,
stockholders, any Governmental Authority or any other Person not obtained is
required to be obtained by such Subsidiary Guarantor to authorize, or is
required in connection with, the execution, delivery and performance of this
Guaranty or is required to be obtained by such Subsidiary Guarantor as a
condition to the validity or enforceability of this Guaranty.


5.                                       Notices


Except
as otherwise specifically provided herein, all notices, requests, consents,
demands, waivers and other communications hereunder shall be in writing
(including facsimile) and shall be given in the manner set forth in Section
11.2 of the Credit Agreement (i) in the case of the Administrative Agent, to
the address set forth in Section 11.2 of the Credit Agreement, (ii) in the case
of a Subsidiary Guarantor, to the address set forth in Schedule I hereto, or
(iii) in the case of each party hereto, to such other addresses as to which the
Administrative Agent may be hereafter notified by the respective parties
hereto.


6.                                       Expenses


Each
Subsidiary Guarantor agrees that it shall, promptly after demand, pay to the
Administrative Agent any and all reasonable out-of-pocket sums,
costs and expenses, which any Credit Party may pay or incur defending,
protecting or enforcing this Guaranty (whether suit is instituted or not),
reasonable attorneys’ fees and disbursements. 
All sums, costs and expenses which are due and payable pursuant to this
Section shall bear interest, payable on demand, at the highest rate then
payable on the Borrower Obligations.


7.                                       Repayment
in Bankruptcy, etc.


If,
at any time or times subsequent to the payment of all or any part of the
Borrower Obligations or the Guarantor Obligations, any Credit Party shall be
required to repay any amounts previously paid by or on behalf of the Borrower
or any Subsidiary Guarantor in reduction thereof by virtue of an order of any
court having jurisdiction in the premises, including as a result of an
adjudication that such amounts constituted preferential payments or fraudulent
conveyances, this Guaranty shall be reinstated with respect to such amounts and
the Subsidiary Guarantors unconditionally agree to pay to the Administrative
Agent, within 10 days after demand, a sum in cash equal to the amount of such
repayment, together with interest on such amount from the date of such
repayment by 













such Credit Party
to the date of payment to the Administrative Agent at the applicable after-maturity
rate set forth in the Credit Agreement.


8.                                       Miscellaneous


(a)                                  Except
as otherwise expressly provided in this Guaranty, each Subsidiary Guarantor
hereby waives presentment, demand for payment, notice of default,
nonperformance and dishonor, protest and notice of protest of or in respect of
this Guaranty, the other Loan Documents and the Borrower Obligations, notice of
acceptance of this Guaranty and reliance hereupon by any Credit Party, and the
incurrence of any of the Borrower Obligations, notice of any sale of collateral
security or any default of any sort.


(b)                                 No
Subsidiary Guarantor is relying upon any Credit Party to provide to such
Subsidiary Guarantor any information concerning the Borrower or any of its
Subsidiaries, and each Subsidiary Guarantor has made arrangements satisfactory
to such Subsidiary Guarantor to obtain from the Borrower on a continuing basis such
information concerning the Borrower and its Subsidiaries as such Subsidiary
Guarantor may desire.


(c)                                  Each
Subsidiary Guarantor agrees that any statement of account with respect to the
Borrower Obligations from any Credit Party to the Borrower which binds the
Borrower shall also be binding upon such Subsidiary Guarantor, and that copies
of said statements of account maintained in the regular course of or such
Credit Party’s business may be used in evidence against such Subsidiary
Guarantor in order to establish its Guarantor Obligations.


(d)                                 Each
Subsidiary Guarantor acknowledges that it has received a copy of the Loan
Documents and has approved of the same. 
In addition, each Subsidiary Guarantor acknowledges having read each
Loan Document and having had the advice of counsel in connection with all
matters concerning its execution and delivery of this Guaranty.


(e)                                  This
Guaranty shall be binding upon each Subsidiary Guarantor and its successors and
inure to the benefit of, and be enforceable by the Administrative Agent,
Lenders and their respective successors, transferees and assigns.  No Subsidiary Guarantor may assign any right,
or delegate any duty, it may have under this Guaranty.


(f)                                    Subject
to the limitations set forth in Section 2(b), the Guarantor Obligations shall
be joint and several.


(g)                                 This
Guaranty is the “Guaranty” referred to in the Credit Agreement, and is subject
to, and should be construed in accordance with, the provisions thereof.  Each of the parties hereto acknowledges and
agrees that the following provisions of the Credit Agreement are made
applicable to this Guaranty and all such provisions are incorporated by
reference herein as if fully set forth herein, including Sections 1 (Definitions), 2.11 (Taxes; Net Payments),
9.1 (Events of Default), 11.1 (Amendments and Waivers), 11.3 (No Waiver;
Cumulative Remedies), 11.5 (Payment of Expenses and
Taxes), 11.7 (Successors and Assigns),
11.9 (Counterparts), 11.12 (Indemnity), 11.13 (Governing Law),
11.14, (Headings Descriptive), 11.15 (Severability), 11.16 (Integration),
11.17 (Consent to Jurisdiction), 11.18 (Service of Process), 11.19 (No
Limitation on Service or Suit) and 11.20 (WAIVER OF
TRIAL BY JURY) thereof.


(h)                                 Each
Subsidiary Guarantor agrees that (i) the execution and delivery of a Guaranty
by any Required Additional Guarantor after the date hereof shall not affect the
obligations of the Subsidiary Guarantors hereunder, and (ii) the Subsidiary
Guarantors and each such Required Additional Guarantor shall, subject to
Section 2(b), be jointly and severally liable for all of the Borrower
Obligations.


(i)                                     If,
notwithstanding the provisions of Section 8(g) above, this Guaranty is deemed
to be governed by California law, then the following shall apply but shall not
in any way limit the generality of any other provisions contained in this
Guaranty.


The
Subsidiary Guarantors hereby waive (a) any defense of the Subsidiary Guarantors
based upon a Credit Party’s election of any remedy against the Subsidiary
Guarantors or Borrower or both; (b) any defense based upon a Credit Party’s
failure to disclose to the Subsidiary Guarantors any information concerning
Borrower’s financial 













condition or any
other circumstances bearing on Borrower’s ability to pay all sums payable under
the Loan Documents; (c) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in any other respects more burdensome than that of a principal;
(d) any defense based upon a Credit Party’s election, in any proceeding
instituted under Title 11, U.S.C.A., as amended from time to time or any
successor thereto (the “Bankruptcy Code”), of the application of Section
1111(b)(2) of the Bankruptcy Code or any successor statute; (e) any right
of subrogation, any right to enforce any remedy which a Credit Party may have
against Borrower and any right to participate in, or benefit from, any security
for any of the Loan Documents now or hereafter held by the Credit Parties; and
(f) benefit of any statute of limitations affecting the liability of the
Subsidiary Guarantors hereunder or the enforcement hereof.  Without limiting the generality of the
foregoing or any other provision hereof, the Subsidiary Guarantors expressly
waive any and all benefits which might otherwise be available to the Subsidiary
Guarantors under Sections 2787 to 2855, inclusive, of the California Civil
Code, including without limitation, Sections 2809, 2810, 2819, 2839, 2845, 2849
and 2850, and all benefits which might otherwise be available to the Subsidiary
Guarantors under Sections 2899 and 3433 of the California Civil Code and the
California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of
such sections.  Furthermore, without
limitation of any waiver otherwise set forth herein, the Subsidiary Guarantors
waive all rights and defenses arising out of an election of remedies by the
Credit Parties even though that election of remedies, such as a nonjudicial
foreclosure with respect to the security for a guaranteed obligation, has destroyed
the Subsidiary Guarantors’ rights of subrogation and reimbursement against the
principal by operation of Section 580d of the California Code of Civil
Procedure or otherwise.


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]













IN EVIDENCE of the
agreement by the parties hereto to the terms and conditions herein contained,
each such party has caused this Guaranty to be duly executed on its behalf.


	
  SUBSIDIARY GUARANTORS:

  	
  NEW PLAN REALTY TRUST, LLC a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Basil S. Donnelly

  	
   

  
	
   

  	
  Name:

  	
    Basil S. Donnelly

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST - ST, LLC, a Delaware Limited
  

  Liability Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Basil S. Donnelly

  	
   

  
	
   

  	
  Name:

  	
    Basil S. Donnelly

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN FLORIDA HOLDINGS, LLC, a Delaware 

  Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven F. Siegel

  	
   

  
	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
													



 


 


[Signature
page to follow.]













 


	
  

  	
  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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER I, LLC, a 

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven F. Siegel

  	
   

  
	
   

  	
  Name:

  	
    Steven F. 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 F. Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN OF ILLINOIS, LLC, a Delaware limited
  liability 

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven F. Siegel

  	
   

  
	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN PROPERTY HOLDING COMPANY, a Maryland 

  real estate investment trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven F. Siegel

  	
   

  
	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN OF MICHIGAN, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven F. Siegel

  	
   

  
	
   

  	
  Name:

  	
    Steven F. Siegel

  	
   

  
	
   

  	
  Title:

  	
    EVP, General Counsel and Secretary

  	
   

  
										



 













 


	
  

  	
  BANK OF AMERICA, N.A., as Administrative 

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark A. Mokelke

  	
   

  
	
   

  	
  Name:

  	
    Mark A. Mokelke

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 













SCHEDULE I
 TO GUARANTY


SUBSIDIARY
GUARANTORS


UNDER GUARANTY
DATED AS OF APRIL 20, 2007


	
  Name

  	
   

  	
  Jurisdiction of 

  Incorporation or Formation

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Realty
  Trust, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excel Realty
  Trust-ST, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Florida
  Holdings, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CA New Plan
  Asset Partnership IV, L.P.

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excel Realty
  Trust – NC

  	
   

  	
  North Carolina

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NP of Tennessee,
  L.P.

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pointe Orlando
  Development Company

  	
   

  	
  California

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CA New Plan
  Texas Assets, L.P.

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan
  Exchange Property Owner I, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan
  Exchange Property Owner II, LP

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan of
  Illinois, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC

  



 













 


	
  Name

  	
   

  	
  Jurisdiction of 

  Incorporation or Formation

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan
  Property Holding Company

  	
   

  	
  Maryland

  	
   

  	
  c/o Super IntermediateCo LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan of
  Michigan, LLC

  	
   

  	
  Delaware

  	
   

  	
  c/o Super IntermediateCo LLC