**Exhibit 10.14**

 

**FIRST AMENDMENT TOREVOLVING CREDIT AGREEMENT**

 

**THIS FIRST AMENDMENT TO REVOLVING CREDITAGREEMENT** (this “Amendment”) is made as of the 6th dayof November, 2002, by and among **NEW PLANEXCEL 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 “AdministrativeAgent”).

 

**RECITALS.**

 

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

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

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

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**WHEREAS**, theAdministrative Agent and the Lenders have agreed to such modifications to theCredit Agreement subject to the execution and delivery by Borrower and theGuarantors of this Amendment;

** **

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

 

1.             Definitions.  All terms used herein which are nototherwise defined herein shall have the meanings set forth in the CreditAgreement.

 

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

 

(a)           By deleting in its entirety thedefinition of the term “Adjusted Consolidated EBITDA” set forth in §1.1 of theCredit 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 lieuthereof the following new definition:

 

““AdjustedConsolidated Total Assets”:  on aconsolidated basis for Borrower and its Subsidiaries, the sum (withoutduplication) of the following:

 

(i)         the Operating PropertyValue; plus

 

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(ii)        the book value of LandAssets, Redevelopment Assets, New Construction Assets and Notes Receivable ofBorrower and its Subsidiaries (including, without limitation, all capitalizedcosts incurred in connection therewith) on the last day of the fiscal quarterjust ended; plus

 

(iii)       to the extent notincluded pursuant to (ii) above, Borrower’s pro rata share of the book value ofLand Assets, New Construction Assets, Redevelopment Assets and Notes Receivableof Joint Ventures (including, without limitation, all capitalized costsincurred in connection therewith) on the last day of the fiscal quarter justended; plus

 

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

 

AdjustedConsolidated Total Assets shall be calculated on a pro forma basis as if assetsacquired during the relevant period were owned as of the beginning of therelevant period, and all assets disposed of during the relevant period were notowned during any portion of the relevant period.  For purposes of calculating the percentages set forth in Section8.15, Adjusted Consolidated Total Assets shall include an amount equal to theaggregate 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 uponthe expiration, termination or return of the Fleet Letter of Credit, an amountequal to the amount of the Fleet Letter of Credit shall no longer be includedwithin the calculation of Adjusted Consolidated Total Assets.”

 

(c)           By deleting the definition of theterm “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 thereofthe following new definition:

 

““AdjustedNet Operating Income”:  for anyperiod, the aggregate amount of the Net Operating Income from each UnencumberedAsset or Operating Property, as applicable, during such period, less theCapital Expense Reserve for such Unencumbered Asset or Operating Property, asapplicable, during such period.”

 

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

 

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““Borrower’sInterest”:  for any period, (i) withrespect to Unencumbered Assets or Operating Properties, as applicable, owned bya DownREIT Partnership, a fraction, expressed as a percentage, the numerator ofwhich is the Net Operating Income of such Unencumbered Assets or OperatingProperties, as applicable, for such period, less any distributions required tobe made to partners or members of such DownREIT Partnership, other than theBorrower and its Subsidiaries, and the denominator of which is the NetOperating Income of such Unencumbered Assets or Operating Properties, asapplicable, for such period, and (ii) with respect to any Ancillary Asset orRedevelopment Asset, the percentage of profits and losses with respect theretowhich the Borrower or its Subsidiaries, directly or indirectly, may be entitledto receive for such period.”

 

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

 

““CapitalEvent”:  the consummation of assetsales after November 6, 2002 in a single transaction or a series oftransactions, the total net proceeds of which are $190,000,000.00 or more.”

 

“EIGAcquisition”:  the acquisition bythe 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 formof units in a DownREIT Partnership) of a portfolio of neighborhood andcommunity shopping centers from EIG Realty, Inc. and its Affiliates.

 

“ExchangeAccommodation Titleholder”:  Anentity approved by Administrative Agent to act as an exchange accommodationtitleholder under Rev. Proc. 2000-37.”

 

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

 

(g)           By deleting the definition of theterm “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 thereofthe following new definition:

 

““CapitalExpense Reserve”:  during anyperiod, (i) with respect to each Unencumbered Asset or Operating Property, asapplicable, other than a residential apartment building or residentialapartment 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 OperatingProperty, as applicable, that is a residential apartment building orresidential apartment community, an amount equal to (A) $150 times (B) thenumber of apartment units in such residential apartment building or community(in each case whether or not such reserves are actually established by theBorrower).”

 

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(h)           By deleting the definition of theterm “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 lieuthereof the following new definition:

 

““ExistingCredit Agreement”:  that certainFirst Amended and Restated Term Loan Agreement dated as of November 6,2002 among the Borrower, FNB as Administrative Agent, and the lenders signatorythereto, as subsequently amended, and any restatements, consolidations,replacements or refinancings thereof.”

 

(i)            By deleting the definition of theterm “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 thereofthe following new definition:

 

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

 

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

 

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

 

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

 

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

 

““OperatingProperty Value”:  as of any date thequotient of (i) an amount equal to the Adjusted Net Operating Income for allOperating Properties in the aggregate for the four fiscal quarters of theBorrower most recently ending as of such date, divided by (ii) 9.5%. Forpurposes of any determination of Operating Property Value, the followinglimitations and methodology shall apply: (A) the Adjusted Net Operating Income of any Operating Property owned bya DownREIT Partnership shall be based on the Borrower’s Interest in theAdjusted Net Operating Income for each such Operating Property for the fourfiscal quarters having most recently ended as of such date; (B) in the eventmore than 15% of the gross base rents payable under all leases for Propertiesof the Borrower, its Subsidiaries or a DownREIT Partnership (including theBorrower’s Interest in any Properties) shall be payable by one tenant and itsSubsidiaries, then Operating Property Value shall be reduced by the percentageamount of such excess multiplied by the Operating Property Value attributableto 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 nothave owned an Operating Property for the entire previous four fiscal quarters,then for the purposes of determining the Operating Property Value with respectto such Operating Property, the Adjusted Net Operating Income for suchOperating Property shall be annualized in a manner reasonably satisfactory tothe Administrative Agent, provided, however, that to the extent that a NewConstruction Asset or Redevelopment Asset becomes an Operating Property duringthe relevant period, the Adjusted Net Operating Income of such OperatingProperty during such period and the following periods shall be annualized untilsuch time as such Operating Property has performed as an Operating Property forfour (4) full fiscal quarters.”

 

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

 

“Notwithstandingthe foregoing, for the purposes of this Agreement, a portion of the OperatingProperties to be acquired by Borrower pursuant to the EIG Acquisition which areheld on an interim basis by an Exchange Accommodation Titleholder may beincluded as Unencumbered Assets for the purposes of this Agreement and shall bedeemed to be owned by Borrower in fee simple for the purposes of thisAgreement, provided that

 

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(A) all otherconditions to such Operating Properties being Unencumbered Assets shall besatisfied (including, without limitation, the provisions of clause (iv) aboveas the same would apply to such Exchange Accommodation Titleholder), (B) suchExchange Accommodation Titleholder acquires fee simple title to the assets forthe purposes of facilitating an exchange pursuant to Section 1031 of the Codeon behalf of Borrower or any of its wholly owned Subsidiaries, (C) theUnencumbered Asset Value attributable to such assets shall not exceed$200,000,000 at the time of such acquisition (provided that such ExchangeAccommodation Titleholder may acquire assets in excess of such $200,000,000limit, but such assets over such limit shall not be included as UnencumberedAssets), (D) Administrative Agent approves the Exchange AccommodationTitleholder, (E) Administrative Agent approves the structure anddocumentation 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 Assetsfor more than ninety (90) days following the acquisition thereof by suchExchange Accommodation Titleholder (provided, however, that AdministrativeAgent may in its discretion extend such period (such consent not to beunreasonably withheld) for an additional ninety (90) days if Borrower has notbeen able to complete its like-kind exchange pursuant to Section 1031 of theCode).”

 

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

 

““UnencumberedAsset Value”:  as of any date thequotient of (i) an amount equal to the Adjusted Net Operating Income for allUnencumbered Assets in the aggregate for the four fiscal quarters of theBorrower most recently ending as of such date, divided by (ii) 9.5%.  For purposes of any determination ofUnencumbered Asset Value, the following limitations and methodology shallapply:  (A) the Adjusted Net OperatingIncome of any Unencumbered Asset owned by a DownREIT Partnership shall be basedon the Borrower’s Interest in the Adjusted Net Operating Income for each suchUnencumbered Asset for the four fiscal quarters having most recently ended asof such date; (B) in the event more than 15% of the gross base rents payableunder all leases for Properties of the Borrower, its Subsidiaries or a DownREITPartnership (including the Borrower’s Interest in any Properties) shall bepayable by one tenant and its Subsidiaries, then Unencumbered Asset Value shallbe reduced by the percentage amount of such excess multiplied by theUnencumbered Asset Value attributable to the Properties leased or controlled bysuch tenant and its Subsidiaries; and (C) in the event that the Borrower or aSubsidiary of the Borrower shall not have owned an Unencumbered Asset for theentire previous four fiscal quarters, then for the purposes of determining theUnencumbered Asset Value with respect to such Unencumbered Asset, the

 

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

 

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

 

““FinancialStatements”:  The Borrower hasheretofore delivered to the Administrative Agent and the Lenders (i) copies ofthe audited Consolidated Balance Sheet of the Borrower and its ConsolidatedSubsidiaries as of December 31, 2001, and the Consolidated Statements ofOperations, Stockholders’ Equity and Cash Flows for the Borrower and itsConsolidated Subsidiaries for the six months ended June 30, 2002 and (ii)the Consolidated Statements of Income and Cash Flows for the Borrower and itsConsolidated Subsidiaries for the six months ending June 30, 2002,certified by its Chief Financial Officer (collectively, with the related notesand schedules, the “Financial Statements”).  The Financial Statements fairly present in all material respectsthe Consolidated financial condition and results of the operations of theBorrower and its Consolidated Subsidiaries as of the dates and for the periodsindicated therein and have been prepared in conformity with GAAP.  Except as reflected in the FinancialStatements or in the notes thereto, neither the Borrower nor any Subsidiary ofthe 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 andwas not.  Since June 30, 2002 therehas been no material adverse change in the condition (financial or otherwise),operations, prospects or business of the Borrower and its Subsidiaries taken asa whole.”

 

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

 

“(a)         Permit at any time ConsolidatedTotal Indebtedness (i) to be more than 57.5% of Adjusted Consolidated TotalAssets 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) tobe more than 55% of Adjusted Consolidated Total Assets at any time thereafter.”

 

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

 

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

 

(q)           By deleting Exhibit “G,” to theCredit 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 theCredit Agreement shall be deemed a reference to the Credit Agreement asmodified and amended herein.

 

4.             Effectiveness of Amendment.  This Amendment shall be deemed to beexecuted and delivered by the parties hereto as of the date hereof but theamendments to the Credit Agreement set forth in Sections 2(l), 2(o), 2(p) and2(q) of this Amendment shall not be effective until the date (the “AcquisitionDate”) 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 ormore of its Subsidiaries of the purchase price for the assets which are thesubject of the EIG Acquisition, and (ii) the transfer to the Borrower orany one or more of its Subsidiaries (or to an Exchange AccommodationTitleholder to the extent permitted in the definition of “Unencumbered Assets”)of the assets which are the subject of the EIG Acquisition, provided that on orbefore the Acquisition Date the Administrative Agent shall have receivedcounterparts of this Amendment duly executed and delivered by the Borrower, theAdministrative Agent, and the Required Lenders, and acknowledged by theSubsidiary Guarantors, in sufficient copies for each Lender and theAdministrative Agent to receive an original thereof.

 

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

 

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

 

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(a)           Authorization.  The execution, delivery and performance ofthis Amendment and the transactions contemplated hereby and thereby (i) are withinthe authority of Borrower and the Guarantors, (ii) have been duly authorized byall necessary proceedings on the part of such Persons, (iii) do not and willnot conflict with or result in any breach or contravention of any provision oflaw, statute, rule or regulation to which any of such Persons is subject or anyjudgment, order, writ, injunction, license or permit applicable to suchPersons, (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 anyprovision of the partnership agreement or certificate, certificate offormation, operating agreement, articles of incorporation or other charterdocuments or bylaws of, or any mortgage, indenture, agreement, contract or otherinstrument binding upon, any of such Persons or any of its properties or towhich any of such Persons is subject, and (v) do not and will not resultin or require the imposition of any lien or other encumbrance on any of theproperties, assets or rights of such Persons.

 

(b)           Enforceability.  This Amendment constitutes the valid andlegally binding obligations of Borrower and Guarantors enforceable inaccordance with the respective terms and provisions hereof, except asenforceability is limited by bankruptcy, insolvency, reorganization, moratoriumor other laws relating to or affecting generally the enforcement of creditors’rights and except to the extent that availability of the remedy of specificperformance or injunctive relief is subject to the discretion of the courtbefore which any proceeding therefor may be brought.

 

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

 

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

 

7.             No Default.  By execution hereof, each of the Borrowerand Guarantors certify that it is and will be in compliance with all of itsrespective covenants under the Loan Documents after the execution and deliveryof this Amendment, and that no Default or Event of Default has occurred and iscontinuing.

 

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 withrespect to the Loan Documents, the administration or funding of the Loans orany acts or omissions of Administrative Agent or any of the Lenders, or anypast or present officers, agents or employees of Administrative Agent or any ofthe 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 otherLoan Documents remain unaltered and in

 

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full force and effect, and theparties hereto do hereby expressly ratify and confirm the Credit Agreement asmodified and amended herein.  Nothing inthis Amendment shall be deemed or construed to constitute, and there has nototherwise occurred, a novation, cancellation, satisfaction, release,extinguishment, or substitution of the indebtedness evidenced by the Notes orthe other obligations of Borrower and Guarantors under the Loan Documents.

 

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

 

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

 

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

 

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

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*[SIGNATURES BEGIN ONTHE FOLLOWING PAGE]*

 

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IN WITNESSWHEREOF, the parties hereto have hereto set their hands and affixed their sealsas 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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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 Association1146 19th Street, NW – Fourth FloorWashington, DC  20036Attention:  John C. ScottFacsimile:  (202) 452-4925

 

And

 

KeyBank National Association1146 19th Street, NW – Fourth FloorWashington, DC  20036Attention:  Douglas FrazerFacsimile:  (202) 452-4925

 

 

Signature Page to New Plan First Amendment to $350MM Revolving CreditAgreement

 

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|   | **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 CreditAgreement

 

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|   | **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

 

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|   | **SUNTRUST BANK** |
|--------|-------------------|
|   |              |
|   | By:               |   | /s/ Gregory  T. Horstman |   |
|   |              | Gregory T.  Horstman |
|   |              | Senior Vice  President |

 

 

Signature Page to New Plan First Amendment to $350MM Revolving CreditAgreement

 

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|   |                                 |                        |
|--------|--------------------------------------|-----------------------------|
|   | **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 |

 

 

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|   | **PNC BANK, NATIONAL ASSOCIATION** |
|--------|------------------------------------|
|   |                               |
|   | By:                                |   | /s/ Thomas  Nastarowicz |   |
|   |                               | Thomas  Nastarowicz |
|   |                               | Vice  President |

 

 

Signature Page to New Plan First Amendment to $350MM Revolving CreditAgreement

 

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|   | **COMPASS BANK,** an Alabama corporation |
|--------|------------------------------------------|
|   |                                     |   |
|   |                                     |   |
|   | By:                                      |   | /s/ Luke J.  Nolan |   |
|   |                                     | Luke J. Nolan |
|   |                                     | Senior Vice  President |
|        |                                          |  |  |  |

 

 

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|   | **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 CreditAgreement

 

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|   | **CHEVY CHASE BANK, F.S.B.** |
|--------|------------------------------|
|   |                         |   |
|   |                         |   |
|   | By:                          |   | /s/ J.  Jordan O’Neill, III |   |
|   | Name:                        | J. Jordan  O’Neill, III |   |
|   | Title:                       | Vice  President |   |
|        |                              |  |  |  |

 

 

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