March 31, 2000 Excel Legacy Corporation 17140 Bernardo Center Drive, Suite 300 San Diego, California 92128 Re: AMENDMENT TO NOTE PURCHASE AGREEMENT Gentlemen: This Amendment will confirm our agreement to amend the Note Purchase Agreement dated October...Note Purchase Agreement • November 13th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account)
RECITALSSupplemental Indenture • September 19th, 2001 • Excel Legacy Corp • Real estate operators (no developers) & lessors • New York
JOINT FILING AGREEMENTJoint Filing Agreement • June 27th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account)
RECITALSEmployment Agreement • March 30th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account) • California
INDENTURE BETWEENIndenture • June 11th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
INDENTUREIndenture • September 7th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
by and amongRegistration Rights Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 23rd, 2001 • Excel Legacy Corp • Real estate dealers (for their own account) • California
RECITALSEmployment Agreement • March 30th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account) • California
R E C I T A L SStock Purchase Agreement • November 9th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account)
AGREEMENTShareholder Agreement • May 14th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
TAX SHARING AGREEMENT TAX SHARING AGREEMENT, dated as of March 31, 1998, between Excel Realty Trust, Inc., a Maryland corporation ("Excel"), and Excel Legacy Corporation, a Delaware corporation and wholly-owned subsidiary of Excel ("Legacy"). WHEREAS,...Tax Sharing Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
LEASE BETWEEN MBK SOUTHERN CALIFORNIA/ MBK MOUNTAIN STATES VENTURES, AS LANDLORD, AND AMERICAN MULTI-CINEMA, INC., AS TENANT, COVERING PREMISES INWESTMINSTER. COLORADO LEASELease Agreement • March 12th, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
INDEMNITY AGREEMENTIndemnification Agreement • February 10th, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • Delaware
R E C I T A L SAdministrative Services Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
October 6, 1999 Re: Note Purchase Agreement Gentlemen: This Agreement will confirm our agreement as to the terms and conditions on which we (the "Lender") agree to extend a loan of up to $30 million to Legacy. Capitalized terms in this Agreement have...Note Purchase Agreement • November 12th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • California
RECITALSTransitional Services Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
ARTICLE I. INTRODUCTIONRegistration Rights Agreement • November 30th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • Delaware
September __, 1999 Re: Note Purchase Agreement Gentlemen: This Agreement will confirm our agreement as to the terms and conditions on which we (the "Lender") agree to extend a loan of up to $30 million to Legacy. Capitalized terms in this Agreement...Note Purchase Agreement • October 1st, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • California
1 EXHIBIT 10.1 MASTER SEPARATION AGREEMENT MASTER SEPARATION AGREEMENT, dated as of April 21, 1999 (this "Agreement"), by and among New Plan Excel Realty Trust, Inc., a Maryland corporation ("New Plan"), ERT Development Corporation, a Delaware...Master Separation Agreement • May 7th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
INTERCOMPANY AGREEMENT This INTERCOMPANY AGREEMENT (the "Agreement") is made and entered into as of the 31st day of March, 1998, by and between Excel Realty Trust, Inc., a Maryland corporation ("Excel"), and Excel Legacy Corporation, a Delaware...Intercompany Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
INDENTUREIndenture • October 1st, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
INDENTUREIndenture • September 7th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
R E C I T A L SLoan Assumption Agreement • November 9th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account) • California
DISTRIBUTION AGREEMENTDistribution Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
AGREEMENTAgreement • June 4th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • California
LEASE -----Lease Agreement • March 12th, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • California
AMENDMENT NO. 1 TO REAL ESTATE AND ASSET PURCHASE AGREEMENTReal Estate and Asset Purchase Agreement • June 16th, 1999 • Excel Legacy Corp • Real estate dealers (for their own account)
PURCHASE AGREEMENTPurchase Agreement • April 2nd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
DISTRIBUTION AGREEMENTDistribution Agreement • December 12th, 1997 • Excel Legacy Corp • California
INDENTUREIndenture • October 1st, 1999 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Common Stock Purchase Warrant • March 23rd, 2001 • Excel Legacy Corp • Real estate dealers (for their own account) • New York
OFWarrant to Purchase Series a Preferred Stock • March 23rd, 1998 • Excel Legacy Corp • Real estate dealers (for their own account)
1 Exhibit 10.19 EMPLOYMENT CONTRACT EXCEL LEGACY CORPORATION A Delaware Corporation THIS EMPLOYMENT CONTRACT, is executed on May 1, 1998, by and between, EXCEL LEGACY CORPORATION, a Delaware corporation (the "Company"), and KELLY D. BURT ("Employee")....Employment Agreement • March 30th, 2000 • Excel Legacy Corp • Real estate dealers (for their own account)
FIRST AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 28th, 1998 • Excel Legacy Corp • Real estate dealers (for their own account) • Delaware
