Exhibit 10.16


 


CONTRIBUTION,
DISTRIBUTION AND ASSIGNMENT AGREEMENT


 


This Contribution, Distribution and
Assignment Agreement (the “Agreement”), effective as of January 15,
2009, is entered into by and among New Plan Property Holding Company, a
Maryland real estate investment trust (“Property Holding Company”), CA
New Plan Asset Partnership IV, L.P., a Delaware limited partnership (“Asset
Partnership IV”), CA New Plan Asset LLC, a Delaware limited liability
company (“NP Asset LLC”), CA New Plan VI, a Maryland real estate
investment trust (“CA New Plan VI”), Excel Realty Trust — ST, LLC, a
Delaware limited liability company (“Excel Realty Trust — ST”), New Plan
Maryland Holdings, LLC, a Delaware limited liability company (“Maryland
Holdings”), New Plan of Michigan, LLC, a Delaware limited liability company
(“Michigan LLC”), New Plan of Michigan Member, LLC, a Delaware limited
liability company (“Michigan Member LLC”), NP of Tennessee, L.P., a
Delaware limited partnership (“Tennessee LP”), New Plan of Tennessee,
LLC, a Delaware limited liability company (“New Plan of Tennessee”),
NPTN, Inc., a Delaware corporation (“NPTN”), CA New Plan Texas
Assets, L.P., a Delaware limited partnership (“Texas Assets L.P.”), CA
New Plan Texas Assets, LLC, a Delaware limited liability company (“Texas
Assets LLC”), CA New Plan IV, a Maryland real estate investment trust (“CA
New Plan IV”),  HK New Plan Exchange
Property Owner I, LLC, a Delaware limited liability company (“Property Owner
I”), HK New Plan Exchange Property Holdings I, LLC, a Delaware limited
liability company (“Property Holdings I”), HK New Plan STH Upper Tier II
Company, a Maryland real estate investment trust (“HK NP STH Upper Tier II”),
HK New Plan Exchange Property Owner II, LP, a Delaware limited partnership (“Property
Owner II”), HK New Plan Lower Tier OH, LLC, a Delaware limited liability
company (“HK NP Lower Tier OH”), HK New Plan Mid Tier OH, L.P., a
Delaware limited partnership (“HK NP Mid Tier OH”), HK New Plan OH TRS, Inc.,
a Delaware corporation (“HK NP OH TRS”), HK New Plan ERP Property
Holdings, LLC, a Delaware limited liability company (“ERP Property Holdings”),
Excel Realty Partners, L.P., a Delaware limited partnership (“Excel Realty
Partners”), New Plan DRP Trust, a Maryland real estate investment trust (“NP
DRP Trust”), New Plan ERP Limited Partner Company, a Maryland real estate
investment trust (“NP ERP LP”), ERP New Britain Limited Partnership, a
Delaware limited partnership (“New Britain LP”), New Plan Realty Trust,
LLC, a Delaware limited liability company (“NP Realty Trust”), New Plan
Pennsylvania Holdings, LLC, a Delaware limited liability company (“NP
Pennsylvania”), Centro NP ERT, LLC, a Delaware limited liability company (“Centro
NP ERT”),  HK New Plan Macon Chapman
TRS GP Company, a Delaware corporation (“Macon Chapman TRS”), ERT
Development Corporation, a Delaware corporation (“ERT”), New Plan
Florida Holdings, LLC, a Delaware limited liability company (“Florida
Holdings”),  HK New Plan STH Lower
Tier, LLC, a Delaware limited liability company (“HK NP STH Lower Tier”),
HK New Plan STH Mid Tier II, LLC, a Delaware limited liability company (“HK
NP STH Mid Tier II” and, collectively with Property Holding Company, Asset
Partnership IV, NP Asset LLC, CA New Plan VI, Excel Realty Trust — ST, Maryland
Holdings, Michigan LLC, Michigan Member LLC, Tennessee LP, New Plan of
Tennessee, NPTN, Texas Assets L.P., Texas Assets LLC, CA New Plan IV, Property
Owner I, Property Holdings I, HK NP STH Upper Tier II, Property Owner II, HK NP
Lower Tier OH, HK NP Mid Tier OH, HK NP OH TRS, ERP Property Holdings, Excel
Realty Partners, NP DRP Trust, NP ERP LP, New Britain LP, NP Realty Trust, NP
Pennsylvania, Centro NP ERT, Macon Chapman TRS, ERT, Florida Holdings and HK NP
STH Mid Tier II, the “Current Owners”), Centro NP LLC, a Maryland
limited liability company (“Centro NP LLC”), Super LLC, a Maryland
limited liability company (“Super LLC”), Centro NP Residual Holding LLC,
a Delaware limited liability


 

















 


company (“NP
Residual Holding”), and Centro NP Residual Holding Sub 1, LLC, a Delaware
limited liability company (“NP Residual Holding Sub 1” and together with
the Current Owners, Centro NP LLC, Super LLC and NP Residual Holding, each, a “Party”
and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the Current Owners own, directly or
indirectly, as applicable, the limited liability company interests and limited
partner interests (collectively, the “Current Owner Entity Interests”)
in the limited liability companies and limited partnerships listed on Schedule
1-A attached hereto and made a part hereof (collectively, the “Current
Owner Entities”), all as more particularly depicted on Schedule 2
attached hereto and made a part hereof;


 


WHEREAS, the Current Owners desire to
distribute, assign, transfer and convey all of the Current Owner Entity
Interests to Centro NP LLC (the “Initial Distribution”), which shall
thereupon be admitted as a member or limited partner of each of the Current
Owner Entities, and immediately following the admission of Centro NP LLC as a
substitute member or limited partner of each of the Current Owner Entities, the
Current Owners desire to cease to be members or limited partners, as
applicable, of the Current Owner Entities;


 


WHEREAS, following the Initial Distribution,
Centro NP LLC will directly own the limited liability company interests and
limited partner interests (collectively, the “Entity Interests”) in the
limited liability companies and limited partnerships listed on Schedule 1-B
attached hereto and made a part hereof (collectively, the “Entities”);


 


WHEREAS, Centro NP LLC desires to distribute,
assign, transfer and convey fifty one percent (51%) of the Entity Interests
(the “Super LLC Interests”) to Super LLC (the “Centro NP LLC - Super
LLC Distribution”), which shall thereupon be admitted as a member or
limited partner, as applicable, of each of the Entities;


 


WHEREAS, Super LLC desires to contribute,
assign, transfer and convey the Super LLC Interests to NP Residual Holding (the
“Super LLC Contribution”), which shall thereupon be admitted as a member
or limited partner, as applicable, of each of the Entities, and immediately
following the admission of NP Residual Holding as a substitute member or
limited partner, as applicable, of each of the Entities, Super LLC desires to
cease to be a member or limited partner, as applicable, of each of the
Entities;


 


WHEREAS, Centro NP LLC desires to contribute,
assign, transfer and convey forty nine percent (49%) of the Entity Interests
directly to NP Residual Holding (the “Centro NP LLC Contribution”), and
immediately following the admission of NP Residual Holding as a substitute
member or limited partner, as applicable, of each of the Entities, Centro NP
LLC desires to cease to be a member or limited partner, as applicable, of each
of the Entities; and


 


WHEREAS, NP Residual Holding desires to
contribute, assign, transfer and convey one hundred percent (100%) of the
Entity Interests directly to NP Residual Holding Sub 1 (the “NP Residual
Holding Contribution”), and immediately following the admission of NP
Residual Holding Sub 1 as a substitute member or limited partner, as
applicable, of each of the 


 


2

















 


Entities, NP
Residual Holding desires to cease to be a member or limited partner, as
applicable, of each of the Entities.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
Parties hereto hereby agree as follows:


 


1.  Contributions and Distributions.


 


1.1  Initial Distribution.


 


(a)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Current Owner Entity to the contrary, the
Current Owners hereby make the Initial Distribution, representing a
distribution of all of the Current Owner Entity Interests to Centro NP LLC.


 


(b)                                 Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Current Owner Entity to the contrary,
contemporaneously with the Initial Distribution described in Section 1.1(a) above,
Centro NP LLC is hereby admitted to each of the Current Owners Entities as an
additional member or limited partner, as applicable, of each of the Current
Owner Entities.


 


(c)                                  The Parties agree
that the Initial Distribution and the admission of Centro NP LLC as an
additional member or limited partner, as applicable, of each of the Current
Owner Entities shall not dissolve the Current Owner Entities.


 


1.2  Centro NP LLC - Super LLC Distribution.  Effective immediately following consummation
of the Initial Distribution:


 


(a)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, Centro NP LLC hereby
makes the Cento NP LLC - Super LLC Distribution, representing a contribution of
fifty-one percent (51%) of the Entity Interests to Super LLC.


 


(b)                                 Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, contemporaneously
with the Cento NP LLC - Super LLC Distribution described in Section 1.2(a) above,
Super LLC is hereby admitted to each of the Entities as an additional member or
limited partner, as applicable, of each of the Entities.


 


(c)                                  The Parties agree
that the Cento NP LLC - Super LLC Distribution and the admission of Super LLC
as an additional member or limited partner, as applicable, of each of the
Entities shall not dissolve the Entities.


 


3

















 


1.3  Super LLC Contribution.  Effective immediately following consummation
of the Centro NP LLC — Super LLC Distribution:


 


(a)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, Super LLC hereby
makes the Super LLC Contribution, representing a contribution of all of the
Entity Interests owned by it (i.e., fifty-one percent (51%) of the Entity
Interests) to NP Residual Holding.


 


(b)                                 Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, contemporaneously
with the Super LLC Contribution described in Section 1.3(a) above,
NP Residual Holding is hereby admitted to each of the Entities as a substitute
member or limited partner, as applicable, of each of the Entities.


 


(c)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, immediately
following the admission of NP Residual Holding as a substitute member or
limited partner, as applicable, of each of the Entities, Super LLC shall and
does hereby cease to be a member or limited partner, as applicable, of each of
the Entities and shall thereupon cease to have or exercise any right or power
as a member or limited partner, as applicable, of each of the Entities.


 


(d)                                 The Parties agree that
the Super LLC Contribution, the admission of NP Residual Holding as a
substitute member or limited partner, as applicable, of each of the Entities
and Super LLC’s ceasing to be a member or limited partner, as applicable, of
each of the Entities shall not dissolve the Entities.


 


1.4  Centro NP LLC Contribution.  Effective immediately following consummation
of the Super LLC Contribution:


 


(a)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, Centro NP LLC hereby
makes the Centro NP LLC Contribution, representing a contribution of all of the
Entity Interests owned by it (i.e., forty-nine percent (49%) of the Entity
Interests) to NP Residual Holding.


 


(b)                                 Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, contemporaneously
with the Centro NP LLC Contribution described in Section 1.4(a) above,
NP Residual Holding is hereby admitted to each of the Entities as a substitute
member or limited partner, as applicable, of each of the Entities.


 


(c)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, immediately
following the admission of NP Residual Holding as a substitute member or
limited partner, as applicable, of each of the Entities, Centro NP LLC shall
and does hereby cease to be a member or limited partner, as applicable, of each
of the 


 


4

















 


Entities, and shall thereupon cease to have
or exercise any right or power as a member or limited partner, as applicable,
of each of the Entities.


 


(d)                                 The Parties agree that
the Centro NP LLC Contribution, the admission of NP Residual Holding as a
substitute member or limited partner, as applicable, of each of the Entities
and Centro NP LLC’s ceasing to be a member or limited partner, as applicable,
of each of the Entities shall not dissolve the Entities.


 


1.5  NP Residual Holding Contribution.  Effective immediately following consummation
of the Centro NP LLC Contribution:


 


(a)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, NP Residual Holding
hereby makes the NP Residual Holding Contribution, representing a contribution
of all of the Entity Interests owned by it (i.e., one hundred percent (100%) of
the Entity Interests) to NP Residual Holding Sub 1.


 


(b)                                 Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, contemporaneously
with the NP Residual Holding Contribution described in Section 1.5(a) above,
NP Residual Holding Sub 1 is hereby admitted to each of the Entities as a
substitute member or limited partner, as applicable, of each of the Entities.


 


(c)                                  Notwithstanding any
provision in the limited liability company agreement or agreement of limited
partnership, as applicable, of any Entity to the contrary, immediately
following the admission of NP Residual Holding Sub 1 as a substitute member or
limited partner, as applicable, of each of the Entities, NP Residual Holding
shall and does hereby cease to be a member or limited partner, as applicable,
of each of the Entities, and shall thereupon cease to have or exercise any
right or power as a member or limited partner, as applicable, of each of the
Entities.


 


(d)                                 The Parties agree that
the NP Residual Holding Contribution, the admission of NP Residual Holding Sub
1 as a substitute member or limited partner, as applicable, of each of the
Entities and NP Residual Holding’s ceasing to be a member or limited partner, as
applicable, of each of the Entities shall not dissolve the Entities.


 


2.  Representations and Warranties of the
Parties.  Each Party, individually,
hereby represents and warrants to each of the other Parties as follows:


 


2.1  Power
and Authority:  The execution,
delivery and performance by the Party of this Agreement and the consummation by
the Party of the transactions contemplated hereby have been duly authorized by
all necessary action on the part of the Party. 
This Agreement has been duly and validly executed and delivered by the
Party and constitutes the valid and binding obligation of the Party,
enforceable against the Party in accordance with its terms, except to the
extent that such enforceability (i) may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
creditors’ rights generally and (ii) is subject to general principles of
equity.


 


5

















 


2.2  No
Conflicts:  The execution, delivery
and performance of this Agreement by the Party and the consummation by the
Party of the transactions contemplated hereby will not, with or without the
giving of notice or the lapse of time, or both, (i) violate any provision
of law, statute, rule or regulation to which the Party is subject, (ii) violate
any order, judgment or decree applicable to the Party or (iii) conflict
with, or result in a breach or default under, any term or condition of the
organizational documents of the Party or any material agreement or other
instrument to which the Party is a party or by which it may be bound; except
for violations, conflicts, breaches or defaults which in the aggregate would
not materially hinder or impair the consummation of the transactions
contemplated hereby.


 


2.3  Consents:  No consent, approval or authorization of,
exemption by, or filing with, any governmental or regulatory authority is
required in connection with the execution, delivery and performance by the
Party of this Agreement or the consummation by the Party of the transactions
contemplated hereby.


 


3.  Fees and Expenses:  The Parties agree to pay all of the fees and
expenses incurred by the Parties hereto in connection with this Agreement,
including, but not limited to the fees, expenses and disbursements of such
Parties, counsel and other advisors.


 


4.  Notices:  All notices, consents, waivers or other
communications required or permitted hereunder shall be in writing and shall be
mailed by registered or certified mail, return receipt requested, postage
prepaid or otherwise delivered by hand, messenger, internationally recognized
courier or facsimile transmission, addressed:


 


If sent to any of the Current Owners, to:


 


c/o Centro NP LLC
 420 Lexington Avenue, 7th Floor


New
York, NY 10170


	
  Attention:

  	
  Steven Siegel

  
	
  Facsimile:

  	
  (212) 869-9585

  



 


If sent to Centro NP LLC, to:


 


Centro NP LLC
 420 Lexington Avenue, 7th Floor


New
York, NY 10170


	
  Attention:

  	
  Steven Siegel

  
	
  Facsimile:

  	
  (212) 869-9585

  



 


If sent to Super LLC, to:


 


Super LLC
 420 Lexington Avenue, 7th Floor


New
York, NY 10170


	
  Attention:

  	
  Steven Siegel

  
	
  Facsimile:

  	
  (212) 869-9585

  



 


6

















 


If sent to NP Residual Holding, to:


 


Centro NP Residual Holding LLC
 420 Lexington Avenue, 7th Floor


New
York, NY 10170


	
  Attention:

  	
  Steven Siegel

  
	
  Facsimile:

  	
  (212) 869-9585

  



 


If sent to NP Residual Holding Sub 1, to:


 


Centro NP Residual Holding Sub 1, LLC
 420 Lexington Avenue, 7th Floor


New
York, NY 10170


	
  Attention:

  	
  Steven Siegel

  
	
  Facsimile:

  	
  (212) 869-9585

  



 


Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or as having been given when delivered, if
delivered by hand or by messenger (or overnight courier), 24 hours after
confirmed receipt if sent by facsimile transmission or at the earlier of its
receipt or on the fifth day after mailing, if mailed, as aforesaid.


 


5.  Confidentiality.  The Parties agree to keep the terms and
conditions of this Agreement strictly confidential and not disclose such terms
without the prior written consent of the other Parties, except (a) as may
be required by law and (b) that each Party may disclose such terms and
conditions to its representatives, advisors and counsel who acknowledge the
confidentiality hereof.


 


6.  Miscellaneous.


 


6.1                                 THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


 


6.2                                 This
Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto, and their respective successors and permitted assigns, and no other
person will have any rights or obligation hereunder.  None of the Parties may assign (whether by
operation of law or otherwise) this Agreement.


 


7

















 


6.3                                 This
Agreement constitutes the full and entire understanding and agreement between
the Parties hereto with regard to the subject matter hereof and supersedes all
prior oral or written (and all contemporaneous oral) agreements or
understandings with respect to the subject matter hereof.


 


6.4                                 No
delay or omission to exercise any right power or remedy accruing to any Party
hereto upon any breach or default of the other Party hereto under this
Agreement shall impair any such right, power or remedy or such Party, nor shall
it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default therefore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Party hereto of any breach or default under this agreement, or any waiver on
the part of any Party hereto of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set
forth in such writing.  All remedies,
either under this Agreement, or by law or otherwise afforded to any party,
shall be cumulative and not alternative.


 


6.5                                 This
Agreement may be executed in any number of counterparts, each of which may be
executed by less than all of the Parties hereto, each of which shall be
enforceable against the Parties actually executing such counterparts, and all
of which together shall constitute one instrument.


 


6.6                                 If
any provision of this Agreement, or its application to any Party hereto, shall
be, or be found by an authority of competent jurisdiction to be, invalid or
unenforceable in whole or in part, such provision shall be constructed and applied
so as to give effect, to the greatest extent possible, the original intent of
the Parties hereto.  The invalidity or
unenforceability of any of the provisions of this Agreement shall not affect
the other validity herein, all of which shall remain in full force and effect.


 


6.7                                 The
Parties stipulate that the remedies at law of the Parties hereto in the event
of any default or threatened default by either Party in the performance of or
compliance with any of the terms of this Agreement are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.  The exercise of any
remedy by any of the Parties shall not be deemed an election of remedies or
preclude any of the Parties from exercising any other remedies in the future.


 


6.8                                 This
Agreement may be amended, modified or supplemented only by a written instrument
signed by all of the Parties.


 


6.9                                 All
of the Parties hereto irrevocably submits, in any legal action or proceeding
relating to this Agreement, to the jurisdiction of the courts of the United
States and the State of California, in the city of Los Angeles, and consents
that (1) any such action or proceeding may be brought in such courts and
waive any objection that they may now or hereafter have to the venue of such
action or proceeding in any such court or that such action or proceeding was brought
in an inconvenient forum and (2) service of legal process in any such 


 


8

















 


action or proceeding may be made upon it by
certified mail, return receipt requested, postage prepaid, to such Party at its
address specified in Section 4, provided,
that nothing herein shall prevent any Party hereto from bringing any action in
any other jurisdiction.


 


[Signature Page Follows]


 


9

















 


IN WITNESS WHEREOF, the Parties hereto have
duly executed and delivered this Contribution Agreement, with effect as of the
date first written above.


 


 


	
   

  	
  NEW PLAN PROPERTY HOLDING COMPANY, a

  Maryland real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: 

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its: 

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  CA New Plan Asset, LLC, a Delaware limited

  
	
   

  	
   

  	
  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:  

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  CA NEW PLAN ASSET, LLC, a Delaware

  
	
   

  	
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: 

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its: 

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  CA NEW PLAN VI, a Maryland real

  
	
   

  	
  estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: 

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its: 

  	
  Executive Vice President

  
						



 


[Signature
Page to Contribution, Distribution and Assumption Agreement]


 














 


	
   

  	
  EXCEL
  REALTY TRUST-ST, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN MARYLAND HOLDINGS, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN OF MICHIGAN, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN OF MICHIGAN MEMBER, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NP
  OF TENNESSEE, L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New
  Plan of Tennessee, LLC, a Delaware limited

  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
						



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  NEW
  PLAN OF TENNESSEE, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NPTN,
  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA
  NEW PLAN TEXAS ASSETS, L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CA
  New Plan Texas Assets, LLC, a Delaware

  limited liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA
  NEW PLAN TEXAS ASSETS, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN EXCHANGE PROPERTY OWNER I,

  LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  HK
  NEW PLAN EXCHANGE PROPERTY HOLDINGS

  I, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN STH UPPER TIER II COMPANY,

  
	
   

  	
  a
  Maryland real estate investment trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN EXCHANGE PROPERTY OWNER II,

  
	
   

  	
  LP,
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HK
  New Plan Lower Tier OH, LLC, a Delaware

  limited liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN LOWER TIER OH, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN MID TIER OH, L.P.,a Delaware limited

  partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HK
  New Plan OH TRS, Inc., a

  Delaware corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
						



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  HK
  NEW PLAN OH TRS, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN ERP PROPERTY HOLDINGS, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXCEL
  REALTY PARTNERS, L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New
  Plan DRP Trust, a Maryland real estate

  investment trust, a general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN DRP TRUST, a Maryland real estate

  investment trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN ERP LIMITED PARTNER COMPANY,

  
	
   

  	
  a
  Maryland real estate investment trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  ERP
  NEW BRITAIN LIMITED PARTNERSHIP,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ERP
  New Britain GP, LLC, a Delaware limited

  liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN REALTY TRUST, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN PENNSYLVANIA HOLDINGS, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTRO
  NP ERT, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN MACON CHAPMAN TRS GP

  COMPANY, a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  ERT
  DEVELOPMENT CORPORATION, a Delaware

  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  PLAN FLORIDA HOLDINGS, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN STH LOWER TIER, LLC, a Delaware

  limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN STH MID TIER II, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTRO
  NP LLC, a Maryland limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUPER LLC, a Maryland limited liability
  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


	
   

  	
  CENTRO NP RESIDUAL HOLDING LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTRO NP RESIDUAL HOLDING SUB 1, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  



 


[Signature Page to Contribution, Distribution and Assumption Agreement]


 

















 


Schedule 1-A


 


Current Owner Entity Interests


 


	
  Name
  of Current Owner Entity

  	
   

  	
  Entity Type

  	
   

  	
  Name of Current Owner(s)*

  	
   

  	
  Percentage**

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Property Holding Company

  	
   

  	
  5.8

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  HK New Plan Exchange Property Owner I, LLC

  

  HK New Plan Exchange Property Holdings I, LLC

  

  HK New Plan STH Upper Tier II Company

  	
   

  	
  4.8

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  Excel Realty Trust - ST, LLC

  	
   

  	
  5.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  CA New Plan Texas Assets, L.P.

  

  CA New Plan IV and CA New Plan Texas Assets, LLC

  	
   

  	
  4.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan of Michigan, LLC

  

  New Plan of Michigan Member, LLC

  	
   

  	
  2.8

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  Excel Realty Partners, L.P.

  

  New Plan ERP Limited Partner Company and New Plan DRP Trust

  	
   

  	
  7.3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  HK New Plan Exchange Property Owner II, LP

  

  HK New Plan Lower Tier OH, LLC and HK New Plan Mid Tier OH, L.P.

  

  HK New Plan OH TRS, Inc. and HK New Plan STH Upper Tier II Company

  	
   

  	
  19.6

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  NP of Tennessee, L.P.

  

  New Plan of Tennessee, LLC and NPTN, Inc.

  	
   

  	
  8.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  CA New Plan Asset Partnership IV, L.P.

  

  CA New Plan Asset LLC and CA New Plan VI

  	
   

  	
  11.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE,

  	
   

  	
  limited liability company

  	
   

  	
  HK New Plan ERP Property

  	
   

  	
  4.3

  	
  %

  



 

















 


	
  Name
  of Current Owner Entity

  	
   

  	
  Entity Type

  	
   

  	
  Name of Current Owner(s)*

  	
   

  	
  Percentage**

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LLC

  	
   

  	
   

  	
   

  	
  Holdings, LLC

  

  Excel Realty Partners, L.P.

  

  New Plan ERP Limited Partner Company and New Plan DRP Trust

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Scottsboro, LLC

  	
   

  	
  limited liability company

  	
   

  	
  Excel Realty Trust - ST, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Shops of Riverdale, LLC

  	
   

  	
  limited liability company

  	
   

  	
  Excel Realty Trust - ST, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Rising Sun, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Maryland Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Presidential Plaza, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Florida Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Brooksville Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Florida Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Dickson City Crossings Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Realty Trust, LLC

  

  New Plan Pennsylvania Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Stone Mill Plaza Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Realty Trust, LLC

  

  New Plan Pennsylvania Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Dillsburg SC Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Realty Trust, LLC

  

  New Plan Pennsylvania Holdings, LLC

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERT Southland, LLC

  	
   

  	
  limited liability company

  	
   

  	
  Centro NP ERT, LLC

  

  HK New Plan Macon Chapman TRS GP Company and ERT Development Corporation

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Alexis Park, L.P.

  	
   

  	
  limited partnership

  	
   

  	
  New Plan Mid Tier OH, L.P.

  

  HK New Plan STH Upper Tier II Company and HK New Plan OH TRS, Inc.

  	
   

  	
  99.9

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Alexis Park GP, LLC

  	
   

  	
  limited liability company

  	
   

  	
  New Plan Mid Tier OH, L.P.

  

  HK New Plan STH Upper Tier II Company and HK New Plan OH TRS, Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERP New Britain Holdings, L.P.

  	
   

  	
  limited partnership

  	
   

  	
  ERP New Britain Limited

  Partnership

  	
   

  	
  99

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERP New Britain GP LLC

  	
   

  	
  limited liability company

  	
   

  	
  Excel Realty Partners, L.P.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Lexington Town Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  HK New Plan STH Lower Tier, LLC

  	
   

  	
  100

  	
  %

  



 

















 


	
  Name
  of Current Owner Entity

  	
   

  	
  Entity Type

  	
   

  	
  Name of Current Owner(s)*

  	
   

  	
  Percentage**

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HK New Plan STH Mid Tier II, LLC

  

  HK New Plan STH Upper Tier II Company

  	
   

  	
   

  	
   

  



 






*Listed
in order of ownership (i.e., in the order in which the Current Owner Entity
Interests are distributed up through the chain of ownership to Centro NP LLC)


 


**Centro
NP LLC owns the remaining interests in each of the Current Owner Entities


 

















 


Schedule 1-B


 


Entity Interests


 


	
  Name
  of Entity

  	
   

  	
  Entity Type

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Pool 1 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Scottsboro, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Shops of Riverdale, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Rising Sun, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Presidential Plaza, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Brooksville Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Dickson City Crossings Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Stone Mill Plaza Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centro NP Residual Dillsburg SC Member, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Westgate-Dublin, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Victory Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Cedar Plaza, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Sweetwater Village, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Tift-Town, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan Village at Southlake, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Plan of Tinton Falls, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERT Southland, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Alexis Park, L.P.

  	
   

  	
  limited partnership

  	
   

  	
  99.9

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Alexis Park GP, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERP New Britain Holdings, L.P.

  	
   

  	
  limited partnership

  	
   

  	
  99

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERP New Britain GP LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HK New Plan Lexington Town Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %