0001104659-04-022584 Sample Contracts

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FIRST AMENDED AND RESTATED GUARANTY
New Plan Excel Realty Trust Inc • August 5th, 2004 • Real estate investment trusts

FIRST AMENDED AND RESTATED GUARANTY (as the same may be amended, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of June 29, 2004, by and among each of the Subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) on behalf of the Lenders under and as defined in the Loan Agreement (hereinafter defined).

May 13, 2004 Glenn J. Rufrano 1120 Avenue of the Americas Suite 1200 New York, NY 10036 Dear Mr. Rufrano:
Employment Agreement • August 5th, 2004 • New Plan Excel Realty Trust Inc • Real estate investment trusts

Reference is made to the Employment Agreement, dated as of February 23, 2000 (the “Employment Agreement”), by and between you and us. Capitalized terms used in this letter have the meanings assigned to them in the Employment Agreement.

July 27, 2004 Glenn J. Rufrano 1120 Avenue of the Americas Suite 1200 New York, NY 10036 Dear Mr. Rufrano:
New Plan Excel Realty Trust Inc • August 5th, 2004 • Real estate investment trusts

Reference is made to the Employment Agreement, dated as of February 23, 2000 (as amended by that certain side letter agreement dated as of May 13, 2004, the “Employment Agreement”), by and between you and us. Capitalized terms used in this letter have the meanings assigned to them in the Employment Agreement.

AGREEMENT
Agreement • August 5th, 2004 • New Plan Excel Realty Trust Inc • Real estate investment trusts

AGREEMENT (“Agreement”), dated as of May 14, 2004, by and between New Plan Excel Realty Trust, Inc., a Maryland corporation (“Company”), and Dean Bernstein (“Executive”).

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