Exhibit 10.1


 


CONTRIBUTION,
DISTRIBUTION AND ASSIGNMENT AGREEMENT


 


This Contribution, Distribution and
Assignment Agreement (the “Agreement”), effective as of November 30,
2007 (the “Effective Date”), is entered into by and among New Plan of
Illinois, LLC, a Delaware limited liability company (“Illinois LLC”), New
Plan Property Holding Company, a Maryland real estate investment trust (“Property
Holding Company”), 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”), 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 STH Upper Tier II Company, a
Maryland real estate investment trust (“HK NP STH Upper Tier II”), 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”), NP of Tennessee, LP, a Delaware limited
partnership (“Tennessee, LP”), New Plan of Tennessee, LLC, a Delaware
limited liability company (“Tennessee, LLC”), NPTN, Inc., a Delaware
corporation (“NPTN”), CA New Plan Asset Partnership IV, LP, 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”), 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”), ERT Development Corporation, a Delaware corporation (“ERT
Development”), Excel Realty Trust – ST, LLC, a Delaware limited liability
company (“Excel Realty Trust – ST”), New Plan Florida Holdings, LLC, a Delaware
limited liability company (“Florida Holdings”), 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”), Clearwater Mall, LLC, a Delaware
limited liability company (“Clearwater Mall”), HK New Plan Exchange
Property Owner IV, LLC, a Delaware limited liability company (“Property
Owner IV”), HK New Plan Exchange Property Holdings IV, LLC, a Delaware
limited liability company (“Property Holdings IV”), 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” and, together with Illinois LLC, Property Holdings Company, Michigan
LLC, Michigan Member LLC, Property Owner II, HK NP Lower Tier OH, HK NP Mid
Tier OH, HK NP OH TRS, HK NP STH Upper Tier II, Excel Realty Partners, NP DRP
Trust, NP ERP LP, Tennessee, LP, Tennessee, LLC, NPTN, Asset Partnership IV, NP
Asset LLC, CA New Plan VI, Texas Assets, L.P., Texas Assets, LLC, CA New Plan
IV, ERT Development, Excel Realty Trust – St, Florida Holdings, Property Owner
I, Property Holdings I, Clearwater Mall, Property Owner IV, Property Holdings
IV and NP Realty Trust, the “Current Owners”), Centro NP LLC, a Maryland
limited liability company (“Centro NP LLC”), Super LLC, a Maryland limited
liability company (“Super LLC”) and Centro NP Residual Holding LLC, a
Delaware limited liability company (“NP Residual Holding” and together
with the Current Owners, Centro NP LLC and Super LLC, each, a “Party”
and collectively, the “Parties”).


 

















 


RECITALS


 


WHEREAS, the Current Owners own, directly or
indirectly, as applicable, the membership interests in the limited liability
companies listed on Schedule 1 attached hereto and made a part hereof (collectively,
the “Contributed Interests”), 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 Contributed Interests to Centro NP LLC
(the “Initial Distribution”).


 


WHEREAS, following the Initial Distribution,
Centro NP LLC shall own the membership interests in the limited liability
companies listed on Schedule 3 attached hereto and made a part hereof
(collectively, the “Centro NP LLC Interests”);


 


WHEREAS, Centro NP LLC desires to distribute,
assign, transfer and convey fifty one percent (51%) of the Centro NP LLC
Interests (the “Super LLC Interests”) to Super LLC (the “Centro NP
LLC - Super LLC Distribution”);


 


WHEREAS, Super LLC desires to contribute,
assign, transfer and convey the Super LLC Interests to NP Residual Holding (the
“Super LLC Contribution”); and


 


WHEREAS, Centro NP LLC desires to contribute,
assign, transfer and convey forty nine percent (49%) of the Centro NP LLC Interests
to NP Residual Holding (the “Centro NP LLC Contribution”).


 


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. The Current
Owners hereby make the Initial Distribution to Centro NP LLC, and Centro NP LLC
hereby accepts such distribution in accordance with the terms and subject to
the conditions set forth herein.


 


1.2  Centro NP LLC - Super LLC Distribution.
Effective immediately following consummation of the Initial Distribution,
Centro NP LLC hereby makes the Centro NP LLC - Super LLC Distribution to Super
LLC, and Super LLC hereby accepts such distribution in accordance with the
terms and subject to the conditions set forth herein.


 


1.3  Super LLC Contribution. Effective
immediately following consummation of the Centro NP LLC – Super LLC
Distribution, Super LLC hereby makes the Super LLC Contribution to NP Residual
Holding, and NP Residual Holding hereby accepts such contribution in accordance
with the terms and subject to the conditions set forth herein.


 


2

















 


1.4  Centro NP LLC Contribution. Effective
immediately following consummation of the Super LLC Contribution, Centro NP LLC
hereby makes the Centro NP LLC Contribution to NP Residual Holding, and NP
Residual Holding hereby accepts such contribution in accordance with the terms
and subject to the conditions set forth herein.


 


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.


 


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:


 


3

















 


	
   

  	
  4.1 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3 If
  sent to Super LLC, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Super LLC

  	
   

  	
   

  
	
   

  	
   

  	
  420
  Lexington Avenue, 7th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  New
  York, NY 10170

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Steven Siegel

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 869-9585

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4 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

  	
   

  	
   

  



 


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.


 


4

















 


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.


 


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


 


5

















 


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 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 8, provided,
that nothing herein shall prevent any Party hereto from bringing any action in
any other jurisdiction.


 


[Signature Page Follows]


 


6

















 


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 OF ILLINOIS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New Plan Property Holding Company, a Maryland

  
	
   

  	
   

  	
  real estate investment trust, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN PROPERTY HOLDING COMPANY,

  
	
   

  	
  a Maryland real estate investment trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
									



 


[Signature Page for Centro NP Residual
Holding LLC Contribution, Distribution and Assumption Agreement]


 


1

















 


	
   

  	
  NEW PLAN OF MICHIGAN, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New Plan of Michigan Member, LLC, a Delaware

  
	
   

  	
   

  	
  limited liability company, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN OF MICHIGAN MEMBER, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
								



 


[Signature Page for Centro NP Residual
Holding LLC Contribution, Distribution and Assumption Agreement]


 


2

















 


	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER II,

  
	
   

  	
  L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HK New Plan Lower Tier OH, LLC, a Delaware

  
	
   

  	
   

  	
  limited liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan Mid Tier OH, L.P., a

  
	
   

  	
   

  	
   

  	
  Delaware limited partnership, its sole

  
	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan OH TRS, Inc., a

  
	
   

  	
   

  	
   

  	
  Delaware corporation, its general

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan STH Upper Tier II

  
	
   

  	
   

  	
   

  	
  Company, a Maryland real estate

  
	
   

  	
   

  	
   

  	
  investment trust, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
							



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


3

















 


	
   

  	
  HK NEW PLAN LOWER TIER OH, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HK New Plan Mid Tier OH, L.P., a

  
	
   

  	
   

  	
  Delaware limited partnership, its sole

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan OH TRS, Inc., a

  
	
   

  	
   

  	
   

  	
  Delaware corporation, its general

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan STH Upper Tier II

  
	
   

  	
   

  	
   

  	
  Company, a Maryland real estate

  
	
   

  	
   

  	
   

  	
  investment trust, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  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:

  	
  HK New Plan STH Upper Tier II

  
	
   

  	
   

  	
   

  	
  Company, a Maryland real estate

  
	
   

  	
   

  	
   

  	
  investment trust, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
							



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


4

















 


	
   

  	
  HK NEW PLAN OH TRS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HK New Plan STH Upper Tier II

  
	
   

  	
   

  	
  Company, a Maryland real estate

  
	
   

  	
   

  	
  investment trust, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
								



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


5

















 


	
   

  	
  NEW PLAN DRP TRUST,

  
	
   

  	
  a Maryland real estate investment trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN ERP LIMITED PARTNER COMPANY,

  
	
   

  	
  a Maryland real estate investment trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
								



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


6

















 


	
   

  	
  NEW PLAN OF TENNESSEE, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 ASSET PARTNERSHIP IV, L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CA New Plan Asset LLC, a Delaware limited

  
	
   

  	
   

  	
  liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
									



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


7

















 


	
   

  	
  CA NEW PLAN ASSET LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA NEW PLAN VI,

  
	
   

  	
  a Maryland real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole shareholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
								



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


8

















 


	
   

  	
  CA NEW PLAN TEXAS ASSETS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CA NEW PLAN IV,

  
	
   

  	
  a Maryland real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole shareholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:   Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ERT DEVELOPMENT CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST-ST, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
						



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


9

















 


	
   

  	
  NEW PLAN FLORIDA HOLDINGS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  HK New Plan Exchange Property Holdings I, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company, its sole

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HK New Plan STH Upper Tier II Company,

  
	
   

  	
   

  	
   

  	
  a Maryland real estate investment trust, its

  
	
   

  	
   

  	
   

  	
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
   

  	
  liability company, its sole

  
	
   

  	
   

  	
   

  	
   

  	
  stockholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLEARWATER MALL, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited liability 

  
	
   

  	
   

  	
  company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
									



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


10

















 


	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER IV,

  
	
   

  	
  LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HK New Plan Exchange Property Holdings IV,

  
	
   

  	
   

  	
  LLC, a Delaware limited liability company, its sole

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  New Plan Realty Trust, LLC, a

  
	
   

  	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
   

  	
  liability company, its member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  New Plan Pennsylvania Holdings,

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited liability

  
	
   

  	
   

  	
   

  	
  company, its member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Centro NP LLC, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
							



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


11

















 


	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY HOLDINGS

  
	
   

  	
  IV, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New Plan Realty Trust, LLC, a

  
	
   

  	
   

  	
  Delaware limited liability company, its sole

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, its member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  New Plan Pennsylvania Holdings,

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited liability

  
	
   

  	
   

  	
   

  	
  company, its member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Centro NP LLC, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
							



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


12

















 


	
   

  	
  NEW PLAN REALTY TRUST, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP LLC, a Maryland limited

  
	
   

  	
   

  	
  liability company, its member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  New Plan Pennsylvania Holdings,

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited liability

  
	
   

  	
   

  	
   

  	
  company, its member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Centro NP LLC, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN PENNSYLVANIA HOLDINGS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Centro NP LLC, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
							



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


13

















 


	
   

  	
  SUPER LLC,

  
	
   

  	
  a Maryland
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven
  Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP
  RESIDUAL HOLDING LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven
  Siegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Siegel

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Executive
  Vice President

  	
   

  



 


[Signature Page for Centro NP Residual Holding LLC Contribution,
Distribution and Assumption Agreement]


 


14

















 


Schedule 1


 


Contributed Interests


 


	
  Name of Contributor

  	
   

  	
  Name of
  Entity

  	
   

  	
  Entity
  Type

  	
   

  	
  Percentage

  	
   

  
	
  New Plan of Illinois LLC

  	
   

  	
  Centro NP Holdings 2 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  50.7

  	
  %

  
	
  New Plan of Michigan, LLC

  	
   

  	
  Centro NP 18 Mile & Ryan, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  HK New Plan Exchange Property Owner II, LP

  	
   

  	
  Centro NP Brunswick Town Center, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  Excel Realty Partners, L.P.

  	
   

  	
  Centro NP Commerce Central, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  NP of Tennessee, LP

  	
   

  	
  Centro NP Georgetown Square, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  CA New Plan Asset Partnership IV, LP

  	
   

  	
  Centro NP Holdings 2 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  13.5

  	
  %

  
	
   

  	
   

  	
  Centro NP Downtown Publix, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  CA New Plan Texas Assets, L.P.

  	
   

  	
  Centro NP Holdings 2 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  18.0

  	
  %

  
	
  ERT Development Corporation

  	
   

  	
  Centro NP Holdings 2 SPE, LLC

  	
   

  	
  limited liability company

  	
   

  	
  3.7

  	
  %

  
	
  Excel Realty Trust – ST, LLC

  	
   

  	
  Centro NP Payton Park, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  New Plan Florida Holdings, LLC

  	
   

  	
  Centro NP Colonial Marketplace, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Centro NP Rutland Plaza, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Centro NP Regency Park SC, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  HK New Plan Exchange Property Owner I, LLC

  	
   

  	
  Centro NP Northeast Plaza, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  Clearwater Mall, LLC

  	
   

  	
  Centro NP Clearwater Mall, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %

  
	
  HK New Plan Exchange Property Owner IV, LLC

  	
   

  	
  Centro NP Points West SC, LLC

  	
   

  	
  limited liability company

  	
   

  	
  100

  	
  %