First Amendment to Contribution Agreement (operating partnership units)



 Exhibit 10.18 

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT 

(OP Units) 

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of April 21, 2010 by
and among Excel Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Gary B. Sabin (“Contributor”) and the entity or entities set forth on the signature page hereto (each a “Contributor
Entity,” and for purposes of this Amendment the term “Contributor” shall include Mr. Sabin and the Contributor Entity, to the extent of Mr. Sabin’s equity interest therein). Capitalized terms used herein, but not
otherwise defined, shall have the meaning set forth in the Contribution Agreement (as defined below). 
 RECITALS 

Contributor and the Operating Partnership entered into that certain Contribution Agreement dated as of December 24, 2009 (the
“Contribution Agreement”) with respect to the contribution of the property referred to as Excel Centre by Contributor to the Operating Partnership in exchange for cash and/or partnership units in the Operating Partnership (the
“OP Units”), and deem it to be in their respective best interests to amend the Contribution Agreement as provided below. 

NOW, THEREFORE, for and in consideration of the foregoing premises, and the mutual undertakings set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

TERMS OF AGREEMENT 

Section 1. Exhibit A. Contributor and the Operating Partnership agree that Exhibit A to the Contribution Agreement shall be
amended and restated as follows: 
 CONTRIBUTOR’S PARTICIPATING ENTITY INTERESTS 

 

					
	 Participating Entity
	  	 Properties to be Contributed by 
the Participating
Entity
	  	 Participating Entity Consideration

(Specify Amount of OP Units or Cash)

	 Excel Centre Partners, LLC
	  	Excel Centre	  	460,411 OP Units
	         Total Contributor Consideration
	  	460,411 OP Units


Section 2. Full Force and Effect. Except as amended hereby, the terms and provisions of the Contribution Agreement remain
unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. 

Section 3. Miscellaneous. This Amendment shall be governed and construed on the same basis as the Contribution Agreement, as
set forth therein. This Amendment may be executed in one or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above. 
  

			
	 “OPERATING PARTNERSHIP”
  

Excel Trust, L.P.,
 a Delaware limited
partnership
  
     By: Excel Trust, Inc.,

           a Maryland corporation, general partner

		
	By:	 	/s/ Spencer G. Plumb
	Name:	 	Spencer G. Plumb
	Title:	 	President and Chief Operating Officer


  

			
	“CONTRIBUTOR”
	
	/s/ Gary B. Sabin
	Gary B. Sabin
	
	Gary B. Sabin Family Trust dated May 20, 1982
	
	/s/ Gary B. Sabin
	Gary B. Sabin, Trustee