Exhibit 10.14


 


FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO REVOLVING CREDIT
AGREEMENT (this “Amendment”) is made as of the 6th day
of November, 2002, by and among NEW PLAN
EXCEL REALTY TRUST, INC., a Maryland corporation (the “Borrower”),
the entities executing this Amendment as guarantors (collectively, the
“Guarantors”), each lender a party hereto (each a “Lender” and, collectively,
the “Lenders”), and FLEET NATIONAL BANK
(“Fleet”), as administrative agent (in such capacity, the “Administrative
Agent”).


 


RECITALS.


 


WHEREAS,
Borrower, Administrative Agent and the Lenders entered into that certain
Revolving Credit Agreement, dated as of April 26, 2002 (the “Credit
Agreement”); and


 


WHEREAS,
the Guarantors executed that certain Guaranty dated as of April 26, 2002 in
favor of Administrative Agent and Lenders (the “Guaranty”); and


 


WHEREAS, Borrower has requested that Administrative
Agent and the Lenders make certain modifications to the Credit Agreement;
and


 


WHEREAS, the
Administrative Agent and the Lenders have agreed to such modifications to the
Credit Agreement subject to the execution and delivery by Borrower and the
Guarantors of this Amendment;


 


NOW, THEREFORE,
for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby covenant and agree as
follows:


 


1.             Definitions.  All terms used herein which are not
otherwise defined herein shall have the meanings set forth in the Credit
Agreement.


 


2.             Modification of the Credit
Agreement.  Borrower, Guarantors,
the Lenders, and Administrative Agent do hereby modify and amend the Credit
Agreement as follows:


 


(a)           By deleting in its entirety the
definition of the term “Adjusted Consolidated EBITDA” set forth in §1.1 of the
Credit Agreement, appearing on page 1 thereof.


 


(b)           By deleting the definition of the
“Adjusted Consolidated Total Assets” set forth in §1.1 of the Credit Agreement,
appearing on page 1 thereof, in its entirety, and inserting in lieu
thereof the following new definition:


 


““Adjusted
Consolidated Total Assets”:  on a
consolidated basis for Borrower and its Subsidiaries, the sum (without
duplication) of the following:


 


(i)         the Operating Property
Value; plus


 

















 


(ii)        the book value of Land
Assets, Redevelopment Assets, New Construction Assets and Notes Receivable of
Borrower and its Subsidiaries (including, without limitation, all capitalized
costs incurred in connection therewith) on the last day of the fiscal quarter
just ended; plus


 


(iii)       to the extent not
included pursuant to (ii) above, Borrower’s pro rata share of the book value of
Land Assets, New Construction Assets, Redevelopment Assets and Notes Receivable
of Joint Ventures (including, without limitation, all capitalized costs
incurred in connection therewith) on the last day of the fiscal quarter just
ended; plus


 


(iv)       the aggregate amount of
the unpledged portion of (x) all unrestricted cash and marketable securities of
Borrower and its Subsidiaries (including, without limitation, Investments
described in Sections 8.3(a) through 8.3(f)) plus (y) all restricted
cash held by any Person serving as a “qualified intermediary” for purposes of
an exchange pursuant to Section 1031 of the Code on behalf of Borrower or any
of its Subsidiaries.


 


Adjusted
Consolidated Total Assets shall be calculated on a pro forma basis as if assets
acquired during the relevant period were owned as of the beginning of the
relevant period, and all assets disposed of during the relevant period were not
owned during any portion of the relevant period.  For purposes of calculating the percentages set forth in Section
8.15, Adjusted Consolidated Total Assets shall include an amount equal to the
aggregate amount of the then undrawn face amount of the Fleet Letter of Credit
(as the same may be reduced from time to time), provided, however, that upon
the expiration, termination or return of the Fleet Letter of Credit, an amount
equal to the amount of the Fleet Letter of Credit shall no longer be included
within the calculation of Adjusted Consolidated Total Assets.”


 


(c)           By deleting the definition of the
term “Adjusted Net Operating Income” set forth in §1.1 of the Credit Agreement,
appearing on page 2 thereof, in its entirety, and by inserting in lieu thereof
the following new definition:


 


““Adjusted
Net Operating Income”:  for any
period, the aggregate amount of the Net Operating Income from each Unencumbered
Asset or Operating Property, as applicable, during such period, less the
Capital Expense Reserve for such Unencumbered Asset or Operating Property, as
applicable, during such period.”


 


(d)           By deleting the definition of the
term “Borrower’s Interest” set forth in §1.1 of the Credit Agreement, appearing
on page 4 thereof, in its entirety, and by inserting in lieu thereof the
following new definition:


 


2

















 


““Borrower’s
Interest”:  for any period, (i) with
respect to Unencumbered Assets or Operating Properties, as applicable, owned by
a DownREIT Partnership, a fraction, expressed as a percentage, the numerator of
which is the Net Operating Income of such Unencumbered Assets or Operating
Properties, as applicable, for such period, less any distributions required to
be made to partners or members of such DownREIT Partnership, other than the
Borrower and its Subsidiaries, and the denominator of which is the Net
Operating Income of such Unencumbered Assets or Operating Properties, as
applicable, for such period, and (ii) with respect to any Ancillary Asset or
Redevelopment Asset, the percentage of profits and losses with respect thereto
which the Borrower or its Subsidiaries, directly or indirectly, may be entitled
to receive for such period.”


 


(e)           By adding the following new
definitions to §1.1 of the Credit Agreement:


 


““Capital
Event”:  the consummation of asset
sales after November 6, 2002 in a single transaction or a series of
transactions, the total net proceeds of which are $190,000,000.00 or more.”


 


“EIG
Acquisition”:  the acquisition by
the Borrower or one or more of its Subsidiaries in one or more transactions,
for not less than $375,000,000 (of which up to $30,000,000 may be in the form
of units in a DownREIT Partnership) of a portfolio of neighborhood and
community shopping centers from EIG Realty, Inc. and its Affiliates.


 


“Exchange
Accommodation Titleholder”:  An
entity approved by Administrative Agent to act as an exchange accommodation
titleholder under Rev. Proc. 2000-37.”


 


(f)            By deleting in its entirety the definition
of the term “Capital Expenditure Reserve” set forth in §1.1 of the Credit
Agreement, appearing on page 5 thereof.


 


(g)           By deleting the definition of the
term “Capital Expense Reserve” set forth in §1.1 of the Credit Agreement,
appearing on page 5 thereof, in its entirety, and by inserting in lieu thereof
the following new definition:


 


““Capital
Expense Reserve”:  during any
period, (i) with respect to each Unencumbered Asset or Operating Property, as
applicable, other than a residential apartment building or residential
apartment community, an amount equal to (A) a per annum rate of $.20 times (B)
the total Net Rentable Area of such Unencumbered Asset or Operating Property,
as applicable, and (ii) with respect to each Unencumbered Asset or Operating
Property, as applicable, that is a residential apartment building or
residential apartment community, an amount equal to (A) $150 times (B) the
number of apartment units in such residential apartment building or community
(in each case whether or not such reserves are actually established by the
Borrower).”


 


3

















 


(h)           By deleting the definition of the
term “Existing Credit Agreements” set forth in §1.1 of the Credit Agreement,
appearing on pages 10-11 thereof, in its entirety, and by inserting in lieu
thereof the following new definition:


 


““Existing
Credit Agreement”:  that certain
First Amended and Restated Term Loan Agreement dated as of November 6,
2002 among the Borrower, FNB as Administrative Agent, and the lenders signatory
thereto, as subsequently amended, and any restatements, consolidations,
replacements or refinancings thereof.”


 


(i)            By deleting the definition of the
term “Net Operating Income” set forth in §1.1 of the Credit Agreement,
appearing on page 16 thereof, in its entirety, and by inserting in lieu thereof
the following new definition:


 


““Net
Operating Income”:  for any period
and with respect to all assets which are Unencumbered Assets or Operating
Properties, as applicable, during such period, the sum of (a) net income
for such period, determined in accordance with GAAP, attributable to
Unencumbered Assets or Operating Properties, as applicable, plus (b)
depreciation and amortization, interest expense and any extraordinary or non–recurring
losses or charges for impairment of real estate deducted in calculating such
net income, minus (c) extraordinary or non–recurring gains
and payments (including rent insurance proceeds and condemnation awards)
included in such net income, minus (d) any portion of such net
income attributable to rents paid by any tenant which is an Affiliate of the
Borrower, minus (e) an amount (but not less than zero) equal to the
excess (if any) of (i) 3% of operating income for such period, over
(ii) management fees payable in respect of such Unencumbered Assets or
Operating Properties, as applicable, during such period.  For purposes of any calculation of Net
Operating Income, real estate taxes, ground rent and insurance shall be included
only at their stabilized, recurring levels.”


 


(j)            By deleting the definition of
“Operating Property” set forth in §1.1 of the Credit Agreement appearing on
page 17 thereof, in its entirety, and by inserting in lieu thereof the
following new definition:


 


““Operating
Property”:  any Real Property which
at any time (i) is an income–producing property in operating condition
and in respect of which no material part thereof has been damaged by fire or
other casualty (unless such damage has been repaired) or condemned (unless such
condemnation has been restored), (ii) (a) is a retail shopping center
(including single tenant retail properties) or (b) is one of the
properties included in the garden apartment community  portfolio sold by the Borrower to a private investor group
comprised of Houlihan-Parnes Realtors, LLC and C.L.K. Management Corp., which
transaction was completed on September 21, 2001, and which property is
subsequently reacquired by Borrower or one of its Subsidiaries, and (iii) for
which a certificate of occupancy, whether


 


4

















 


temporary or
permanent, or the functional equivalent thereof, has been issued for the
operating portions of the improvements comprising the same (if required by law
to occupy the same) and are in full force and effect, and “Operating
Properties” means all such Operating Properties, collectively.  An Operating Property shall not include any
Redevelopment Asset or any New Construction Asset.”


 


(k)           By adding the following new
definition to §1.1 of the Credit Agreement:


 


““Operating
Property Value”:  as of any date the
quotient of (i) an amount equal to the Adjusted Net Operating Income for all
Operating Properties in the aggregate for the four fiscal quarters of the
Borrower most recently ending as of such date, divided by (ii) 9.5%. For
purposes of any determination of Operating Property Value, the following
limitations and methodology shall apply: 
(A) the Adjusted Net Operating Income of any Operating Property owned by
a DownREIT Partnership shall be based on the Borrower’s Interest in the
Adjusted Net Operating Income for each such Operating Property for the four
fiscal quarters having most recently ended as of such date; (B) in the event
more than 15% of the gross base rents payable under all leases for Properties
of the Borrower, its Subsidiaries or a DownREIT Partnership (including the
Borrower’s Interest in any Properties) shall be payable by one tenant and its
Subsidiaries, then Operating Property Value shall be reduced by the percentage
amount of such excess multiplied by the Operating Property Value attributable
to the Properties leased or controlled by such tenant and its Subsidiaries; and
(C) in the event that the Borrower or a Subsidiary of the Borrower shall not
have owned an Operating Property for the entire previous four fiscal quarters,
then for the purposes of determining the Operating Property Value with respect
to such Operating Property, the Adjusted Net Operating Income for such
Operating Property shall be annualized in a manner reasonably satisfactory to
the Administrative Agent, provided, however, that to the extent that a New
Construction Asset or Redevelopment Asset becomes an Operating Property during
the relevant period, the Adjusted Net Operating Income of such Operating
Property during such period and the following periods shall be annualized until
such time as such Operating Property has performed as an Operating Property for
four (4) full fiscal quarters.”


 


(l)            By inserting the following sentence
at the end of the definition of “Unencumbered Asset” set forth in §1.1 of the
Credit Agreement, appearing on page 22 thereof:


 


“Notwithstanding
the foregoing, for the purposes of this Agreement, a portion of the Operating
Properties to be acquired by Borrower pursuant to the EIG Acquisition which are
held on an interim basis by an Exchange Accommodation Titleholder may be
included as Unencumbered Assets for the purposes of this Agreement and shall be
deemed to be owned by Borrower in fee simple for the purposes of this
Agreement, provided that


 


5

















 


(A) all other
conditions to such Operating Properties being Unencumbered Assets shall be
satisfied (including, without limitation, the provisions of clause (iv) above
as the same would apply to such Exchange Accommodation Titleholder), (B) such
Exchange Accommodation Titleholder acquires fee simple title to the assets for
the purposes of facilitating an exchange pursuant to Section 1031 of the Code
on behalf of Borrower or any of its wholly owned Subsidiaries, (C) the
Unencumbered Asset Value attributable to such assets shall not exceed
$200,000,000 at the time of such acquisition (provided that such Exchange
Accommodation Titleholder may acquire assets in excess of such $200,000,000
limit, but such assets over such limit shall not be included as Unencumbered
Assets), (D) Administrative Agent approves the Exchange Accommodation
Titleholder, (E) Administrative Agent approves the structure and
documentation for such transaction (which documentation shall not be modified,
amended or terminated without Administrative Agent’s consent), and
(F) such Operating Properties shall not be included as Unencumbered Assets
for more than ninety (90) days following the acquisition thereof by such
Exchange Accommodation Titleholder (provided, however, that Administrative
Agent may in its discretion extend such period (such consent not to be
unreasonably withheld) for an additional ninety (90) days if Borrower has not
been able to complete its like-kind exchange pursuant to Section 1031 of the
Code).”


 


(m)          By deleting the definition of
“Unencumbered Asset Value” set forth in §1.1 of the Credit Agreement, appearing
on page 23 thereof, in its entirety, and by inserting in lieu thereof the
following new definition:


 


““Unencumbered
Asset Value”:  as of any date the
quotient of (i) an amount equal to the Adjusted Net Operating Income for all
Unencumbered Assets in the aggregate for the four fiscal quarters of the
Borrower most recently ending as of such date, divided by (ii) 9.5%.  For purposes of any determination of
Unencumbered Asset Value, the following limitations and methodology shall
apply:  (A) the Adjusted Net Operating
Income of any Unencumbered Asset owned by a DownREIT Partnership shall be based
on the Borrower’s Interest in the Adjusted Net Operating Income for each such
Unencumbered Asset for the four fiscal quarters having most recently ended as
of such date; (B) in the event more than 15% of the gross base rents payable
under all leases for Properties of the Borrower, its Subsidiaries or a DownREIT
Partnership (including the Borrower’s Interest in any Properties) shall be
payable by one tenant and its Subsidiaries, then Unencumbered Asset Value shall
be reduced by the percentage amount of such excess multiplied by the
Unencumbered Asset Value attributable to the Properties leased or controlled by
such tenant and its Subsidiaries; and (C) in the event that the Borrower or a
Subsidiary of the Borrower shall not have owned an Unencumbered Asset for the
entire previous four fiscal quarters, then for the purposes of determining the
Unencumbered Asset Value with respect to such Unencumbered Asset, the


 


6

















 


Adjusted Net
Operating Income for such Unencumbered Asset shall be annualized in a manner
reasonably satisfactory to the Administrative Agent, provided, however, that to
the extent that a New Construction Asset or Redevelopment Asset becomes an
Operating Property during the relevant period, the Adjusted Net Operating
Income of such Operating Property during such period and the following periods
shall be annualized until such time as such Operating Property has performed as
an Operating Property for four (4) full fiscal quarters.”


 


(n)           By deleting §4.13 of the Credit
Agreement, appearing on page 51 thereof, in its entirety, and inserting in
lieu thereof the following new §4.13:


 


““Financial
Statements”:  The Borrower has
heretofore delivered to the Administrative Agent and the Lenders (i) copies of
the audited Consolidated Balance Sheet of the Borrower and its Consolidated
Subsidiaries as of December 31, 2001, and the Consolidated Statements of
Operations, Stockholders’ Equity and Cash Flows for the Borrower and its
Consolidated Subsidiaries for the six months ended June 30, 2002 and (ii)
the Consolidated Statements of Income and Cash Flows for the Borrower and its
Consolidated Subsidiaries for the six months ending June 30, 2002,
certified by its Chief Financial Officer (collectively, with the related notes
and schedules, the “Financial Statements”).  The Financial Statements fairly present in all material respects
the Consolidated financial condition and results of the operations of the
Borrower and its Consolidated Subsidiaries as of the dates and for the periods
indicated therein and have been prepared in conformity with GAAP.  Except as reflected in the Financial
Statements or in the notes thereto, neither the Borrower nor any Subsidiary of
the Borrower has any obligation or liability of any kind (whether fixed,
accrued, contingent, unmatured or otherwise) involving material amounts which,
in accordance with GAAP, should have been shown on the Financial Statements and
was not.  Since June 30, 2002 there
has been no material adverse change in the condition (financial or otherwise),
operations, prospects or business of the Borrower and its Subsidiaries taken as
a whole.”


 


(o)           By deleting §8.15(a) of the Credit
Agreement in its entirety, appearing on page 72 thereof, and inserting in lieu
thereof the following new §8.15(a):


 


“(a)         Permit at any time Consolidated
Total Indebtedness (i) to be more than 57.5% of Adjusted Consolidated Total
Assets at any time prior to the first to occur of (A) December 31, 2003, or (B)
a Capital Event, without the consent of the Supermajority Lenders, and (ii) to
be more than 55% of Adjusted Consolidated Total Assets at any time thereafter.”


 


(p)           By deleting §8.16 of the Credit
Agreement in its entirety, appearing on page 72 thereof, and inserting in lieu
thereof the following:


 


7

















 


“8.16       Indebtedness to
Unencumbered Asset Ratio.  Permit at
any time the portion of the Consolidated Total Indebtedness (which shall
exclude Indebtedness of Joint Ventures that are not Subsidiaries) consisting of
Consolidated unsecured Indebtedness of the Borrower and its Subsidiaries (i) to
be more than 57.5% of Unencumbered Asset Value at any time prior to the first
to occur of (A) December 31, 2003 or (B) a Capital Event, and (ii) to be more
than 55% of Unencumbered Asset Value at any time thereafter.”


 


(q)           By deleting Exhibit “G,” to the
Credit Agreement in its entirety, and inserting in lieu thereof Exhibit “G”
attached to this Amendment.


 


3.             References to Loan Documents.  All references in the Loan Documents to the
Credit Agreement shall be deemed a reference to the Credit Agreement as
modified and amended herein.


 


4.             Effectiveness of Amendment.  This Amendment shall be deemed to be
executed and delivered by the parties hereto as of the date hereof but the
amendments to the Credit Agreement set forth in Sections 2(l), 2(o), 2(p) and
2(q) of this Amendment shall not be effective until the date (the “Acquisition
Date”) by which each of the following shall have occurred: (i) the payment
(other than a good faith deposit or down payment) by the Borrower or any one or
more of its Subsidiaries of the purchase price for the assets which are the
subject of the EIG Acquisition, and (ii) the transfer to the Borrower or
any one or more of its Subsidiaries (or to an Exchange Accommodation
Titleholder to the extent permitted in the definition of “Unencumbered Assets”)
of the assets which are the subject of the EIG Acquisition, provided that on or
before the Acquisition Date the Administrative Agent shall have received
counterparts of this Amendment duly executed and delivered by the Borrower, the
Administrative Agent, and the Required Lenders, and acknowledged by the
Subsidiary Guarantors, in sufficient copies for each Lender and the
Administrative Agent to receive an original thereof.


 


5.             Consent of Guarantors.  By execution of this Amendment, Guarantors
hereby expressly consent to the modifications and amendments relating to the
Credit Agreement as set forth herein, and Guarantors hereby acknowledge,
represent and agree that the Guaranty and the other Loan Documents to which
each is a party remain in full force and effect and constitute the valid and
legally binding obligation of Guarantors enforceable against Guarantors in
accordance with their terms except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought, that the Guaranty and the other Loan Documents to which each is a
party extend to and apply to the Credit Agreement as modified and amended, and
that the execution and delivery of this Amendment does not constitute, and
shall not be deemed to constitute, a release, waiver or satisfaction of
Guarantors’ obligations under  the
Credit Agreement, the Guaranty or the other Loan Documents.


 


6.             Representations and Warranties.  Borrower and Guarantors represent and
warrant to the Lenders and Administrative Agent as follows:


 


8

















 


(a)           Authorization.  The execution, delivery and performance of
this Amendment and the transactions contemplated hereby and thereby (i) are within
the authority of Borrower and the Guarantors, (ii) have been duly authorized by
all necessary proceedings on the part of such Persons, (iii) do not and will
not conflict with or result in any breach or contravention of any provision of
law, statute, rule or regulation to which any of such Persons is subject or any
judgment, order, writ, injunction, license or permit applicable to such
Persons, (iv) do not and will not conflict with or constitute a default
(whether with the passage of time or the giving of notice, or both) under any
provision of the partnership agreement or certificate, certificate of
formation, operating agreement, articles of incorporation or other charter
documents or bylaws of, or any mortgage, indenture, agreement, contract or other
instrument binding upon, any of such Persons or any of its properties or to
which any of such Persons is subject, and (v) do not and will not result
in or require the imposition of any lien or other encumbrance on any of the
properties, assets or rights of such Persons.


 


(b)           Enforceability.  This Amendment constitutes the valid and
legally binding obligations of Borrower and Guarantors enforceable in
accordance with the respective terms and provisions hereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors’
rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding therefor may be brought.


 


(c)           Approvals.  The execution, delivery, and performance of this Amendment and
the transactions contemplated hereby do not require the approval or consent of
any Person or the authorization, consent, approval of or any license or permit
issued by, or any filing or registration with, or the giving of any notice to,
any court, department, board, commission or other governmental agency or
authority other than those already obtained.


 


(d)           Reaffirmation.  That the representations and warranties made
in the Loan Documents by and with respect to Borrower or the Guarantors are
true and correct in all material respects as if such representations and warranties
were made as of the date hereof.


 


7.             No Default.  By execution hereof, each of the Borrower
and Guarantors certify that it is and will be in compliance with all of its
respective covenants under the Loan Documents after the execution and delivery
of this Amendment, and that no Default or Event of Default has occurred and is
continuing.


 


8.             Waiver of Claims.  Borrower and Guarantors acknowledge,
represent, and agree that Borrower and Guarantors have no defenses, setoffs,
claims, counterclaims or causes of action of any kind or nature whatsoever with
respect to the Loan Documents, the administration or funding of the Loans or
any acts or omissions of Administrative Agent or any of the Lenders, or any
past or present officers, agents or employees of Administrative Agent or any of
the Lenders, and each of Borrower and Guarantors does hereby expressly waive,
release and relinquish any and all such defenses, setoffs, claims,
counterclaims and causes of action, if any.


 


9.             Ratification.  Except as hereinabove set forth, all terms,
covenants, and provisions of the Credit Agreement, the Guaranty and the other
Loan Documents remain unaltered and in


 


9

















 


full force and effect, and the
parties hereto do hereby expressly ratify and confirm the Credit Agreement as
modified and amended herein.  Nothing in
this Amendment shall be deemed or construed to constitute, and there has not
otherwise occurred, a novation, cancellation, satisfaction, release,
extinguishment, or substitution of the indebtedness evidenced by the Notes or
the other obligations of Borrower and Guarantors under the Loan Documents.


 


10.           Amendment as Loan Document.  This Amendment shall constitute a Loan
Document.


 


11.           Effectiveness of Amendment.  This Amendment shall be effective upon the
execution and delivery hereof by Borrower, Guarantors, Administrative Agent and
the Lenders.


 


12.           Counterparts.  This Amendment may be executed in any number
of counterparts which shall together constitute but one and the same agreement.


 


13.           Miscellaneous.  This Amendment shall be construed and
enforced in accordance with the laws of the State of New York.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors, successors-in-title and assigns as provided in the Credit
Agreement.


 


[SIGNATURES BEGIN ON
THE FOLLOWING PAGE]


 


10

















 


IN WITNESS
WHEREOF, the parties hereto have hereto set their hands and affixed their seals
as of the day and year first above written.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC., a

  Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  NEW PLAN REALTY TRUST, a Massachusetts

  business trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST-ST, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
						



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 


11

















 


	
   

  	
  NEW PLAN FACTORY MALLS, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST – NC, a North

  Carolina general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NC Properties
  #1 Inc., a Delaware

  corporation, its managing Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
												



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 


12

















 


	
   

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

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  New Plan of
  Tennessee, Inc., a Delaware

  corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 


13

















 


	
   

  	
  POINTE ORLANDO DEVELOPMENT

  COMPANY, a California general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ERT
  Development Corporation, a Delaware

  corporation, general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ERT Pointe
  Orlando, Inc., a New York

  corporation, general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/ John B. Roche

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
							



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 


14

















 


	
   

  	
  LENDERS AND AGENTS:

  
	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK, a national banking

  association, individually and as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill
  Lamb

  	
   

  
	
   

  	
  Name:

  	
  Bill Lamb

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
						



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Chlopak

  	
   

  
	
   

  	
   

  	
  Michael
  Chlopak

  
	
   

  	
   

  	
  Vice President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A., individually and as

  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Edwards

  	
   

  
	
   

  	
   

  	
  Michael
  Edwards

  
	
   

  	
   

  	
  Managing
  Director

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  BANK ONE, NA, individually and as Co-

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia
  Leung

  	
   

  
	
   

  	
   

  	
  Patricia
  Leung

  
	
   

  	
   

  	
  Director,
  Capital Markets, Inc.

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION, a

  national banking association, individually and as

  Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John C.
  Scott

  	
   

  
	
   

  	
   

  	
  John C.
  Scott

  
	
   

  	
   

  	
  Assistant
  Vice-President

  



 


 


KeyBank National Association

1146 19th Street, NW – Fourth Floor

Washington, DC  20036

Attention:  John C. Scott

Facsimile:  (202) 452-4925


 


And


 


KeyBank National Association

1146 19th Street, NW – Fourth Floor

Washington, DC  20036

Attention:  Douglas Frazer

Facsimile:  (202) 452-4925


 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  THE BANK OF NEW YORK, individually and as

  Co-Syndication Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Rick
  Laudisi

  	
   

  
	
   

  	
   

  	
  Rick Laudisi

  
	
   

  	
   

  	
  Vice
  President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  WELLS FARGO BANK, N.A., individually and

  as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Christopher B. Wilson

  	
   

  
	
   

  	
   

  	
  Christopher
  B. Wilson

  
	
   

  	
   

  	
  Vice
  President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit Agreement


 

















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gregory
  T. Horstman

  	
   

  
	
   

  	
   

  	
  Gregory T.
  Horstman

  
	
   

  	
   

  	
  Senior Vice
  President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
   

  	
   

  
	
   

  	
  ISRAEL DISCOUNT BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gary
  Solomon

  	
   

  
	
   

  	
   

  	
  Name:  Gary Solomon

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Marc G.
  Cooper

  	
   

  
	
   

  	
   

  	
  Name:  Marc G. Cooper

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas
  Nastarowicz

  	
   

  
	
   

  	
   

  	
  Thomas
  Nastarowicz

  
	
   

  	
   

  	
  Vice
  President

  



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  COMPASS BANK, an Alabama corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Luke J.
  Nolan

  	
   

  
	
   

  	
   

  	
  Luke J. Nolan

  
	
   

  	
   

  	
  Senior Vice
  President

  
					



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  CITIZENS BANK OF RHODE ISLAND

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Craig E.
  Schermerhorn

  	
   

  
	
   

  	
  Name:

  	
  Craig E.
  Schermerhorn

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
							



 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement


 

















 


	
   

  	
  CHEVY CHASE BANK, F.S.B.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ J.
  Jordan O’Neill, III

  	
   

  
	
   

  	
  Name:

  	
  J. Jordan
  O’Neill, III

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
					



 


 


Signature Page to New Plan First Amendment to $350MM Revolving Credit
Agreement