0001193125-13-345540 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and between Brixmor Property Group Inc. (the “Company”), and (“Indemnitee”).

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STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2013 AMONG BRIXMOR PROPERTY GROUP INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Maryland

This Stockholders Agreement is entered into as of [ ], 2013 by and among Brixmor Property Group Inc. (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

LOAN AGREEMENT Dated as of August 22, 2012 between THE BORROWERS NAMED HEREIN, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY, as Lender (BRIXMOR LLC POOL - 3 PROPERTIES)
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

This Loan Agreement is dated August 22, 2012 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS “BORROWER”, each either a Delaware or New Jersey limited liability company or Delaware limited partnership, collectively as borrower (collectively, jointly and severally, together with their respective permitted successors and assigns, “Borrower”).

EMPLOYMENT AGREEMENT (Michael Carroll)
Employment Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated November 1, 2011 by and between Brixmor Property Group, Inc. (the “Company”) and Michael Carroll (“Executive”).

LOAN AGREEMENT Dated as of July 28, 2010 by and between CENTRO NP ROOSEVELT MALL OWNER, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and CENTRO NP ROOSEVELT MALL OWNER, LLC, having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (“Borrower”).

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”), made as of this day of , 2013, by and between EACH OF THE ENTITIES SET FORTH ON SCHEDULE 1 HERETO, each with its office at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York, 10154 (hereinafter called, individually or collectively, as the context may dictate, “Owner”), and BRIXMOR MANGEMENT JOINT VENTURE 2, L.P., a Delaware limited partnership, with its offices at 420 Lexington Avenue, 7th Floor, New York, New York, 10170 (hereinafter called “Manager”).

GUARANTY
Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) is executed as of July 28, 2010, by CENTRO NP LLC, a Maryland limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

PARENT GUARANTY
Parent Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS GUARANTY (“Guaranty”) is executed as of July 16, 2013, by BPG SUBSIDIARY INC., a Delaware corporation (“BPG Subsidiary”), and BRIXMOR OP GP LLC, a Delaware limited liability company (“Brixmor OP GP,” and together with BPG Subsidiary, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A., (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Loan Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement defined below.

SENIOR MEZZANINE GUARANTY
Senior Mezzanine Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS SENIOR MEZZANINE GUARANTY (this “Guaranty”) is executed as of July 28, 2010, by CENTRO NP LLC, a Maryland limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of July 16, 2013 among BRIXMOR OPERATING PARTNERSHIP LP The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as...
Revolving Credit and Term Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) dated as of July 16, 2013, among BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

LOAN AGREEMENT Dated as of June 28, 2011 Among THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, Collectively, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of June 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO AS BORROWER, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “Borrower”).

SENIOR MEZZANINE LOAN AGREEMENT Dated as of July 28, 2010 Among CENTRO NP NEW GARDEN MEZZ 1, LLC, and CENTRO NP SENIOR MEZZ HOLDING, LLC, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Senior Mezzanine Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and CENTRO NP NEW GARDEN MEZZ 1, LLC, a Delaware limited liability company, and CENTRO NP SENIOR MEZZ HOLDING, LLC, a Delaware limited liability company, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “Borrower”).

CONTRIBUTION AGREEMENT
Contribution Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

This Contribution Agreement, dated as of , 2013 (this “Contribution Agreement”), is entered into by and between , a (“Contributor”) and Brixmor Operating Partnership L.P., a Delaware limited partnership (“Contributee”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS GUARANTY (“Guaranty”) is executed as of July 16, 2013, by BRIXMOR RESIDUAL HOLDING LLC, a Delaware limited liability company (“Residual”), and BRIXMOR GA AMERICA LLC, a Delaware limited liability company (“Galileo,” and together with Residual, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A., (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Loan Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement defined below.

LOAN AGREEMENT Dated as of July 28, 2010 Among THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “Borrower”).

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