Real Estate

Standby Equity Distribution Agreement

Standby Equity Distribution Agreement (this Agreement), dated as of July 21, 2003, between New Plan Excel Realty Trust, Inc., a Maryland corporation (the Company), and BNY CAPITAL MARKETS, INC., a registered broker-dealer organized under the laws of New York (BNYCMI).

W I T N E S S E T H:

WHEREAS, the Company has authorized and proposes to issue and sell in the manner contemplated by this Agreement Common Shares with an aggregate Sales Price of up to $50,000,000 upon the terms and subject to the conditions contained herein; and

WHEREAS, BNYCMI has been appointed by the Company as its agent to distribute the Common Shares and agrees to use its commercially reasonable efforts to distribute the Common Shares offered by the Company upon the terms and subject to the conditions contained herein.

NOW THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01                                Certain Definitions.  For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

Actual Sold Amount means the number of Issuance Shares that BNYCMI has sold during the Selling Period.

Affiliate of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first- mentioned Person.  The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Closing has the meaning set forth in Section 2.02.

Closing Date means the date on which the Closing occurs.

Commission means the United States Securities and Exchange Commission.

Commitment Period means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which BNYCMI shall have distributed Issuance Shares with an aggregate Sales Price equal to $50,000,000 pursuant to this Agreement, (y) the date this Agreement is terminated pursuant to Article VII and (z) the second anniversary of the date of this Agreement.

Common Stock shall mean the Companys Common Stock, $0.01 par value per share.

Common Shares shall mean shares of the Companys Common Stock issued or issuable pursuant to this Agreement.

Effective Date has the meaning set forth in Section 3.03.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Floor Price means the minimum price set by the Company in the Issuance Notice, below which BNYCMI shall not sell Common Shares during the Selling Period, which may be adjusted by the Company at any time during the Selling Period.

Issuance means each occasion the Company elects to exercise its right to deliver an Issuance Notice requiring BNYCMI to use its commercially reasonable efforts to sell the Common Shares as specified in such Issuance Notice, subject to the terms and conditions of this Agreement.

Issuance Amount means the aggregate Sales Price of the Issuance Shares to be distributed by BNYCMI with respect to any Issuance, which may not exceed $10,000,000 without the prior written consent of BNYCMI, which may be withheld in its sole discretion.

Issuance Date means any Trading Day during the Commitment Period that an Issuance Notice is deemed delivered pursuant to Section 2.03(b) hereof.

Issuance Notice means a written notice to BNYCMI delivered in accordance with this Agreement in the form attached hereto as Exhibit A.

Issuance Price means the Sales Price less the Selling Commission.

Issuance Shares means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.

Material Adverse Effect means a material adverse effect on the business, assets, operations, properties or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or any material adverse effect on the Companys ability to consummate the transactions contemplated by, or to execute, deliver and perform its obligations under, this Agreement.

Material Subsidiary has the meaning set forth in Section 3.04.

CROWN PARTNERSHIP DISTRIBUTION AGREEMENT

THIS CROWN PARTNERSHIP DISTRIBUTION AGREEMENT (this "Agreement"), dated as of May 13, 2003, is entered into by and between CROWN AMERICAN REALTY TRUST, a Maryland real estate investment trust ("Crown"), and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership ("Crown Partnership").

A Contemporaneously with the execution and delivery of this Agreement, Crown, Crown Partnership, Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("PREIT"), and PREIT Associates, L.P., a Delaware limited partnership ("PREIT Partnership"), are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which, among other things, the parties have agreed that Crown will merge with and into PREIT, subject to satisfaction of the terms and conditions set forth in the Merger Agreement. Capitalized terms used herein and not defined are used as defined in the Merger Agreement.

B. As of the Crown Partnership Distribution Closing Date (as defined below) and after giving effect to the transactions contemplated by the 4^th Amendment to CFSA and the 8^th Amendment to Crown Partnership Agreement, Crown will own units of limited partnership in Crown Partnership (the "Crown-Owned Common Units") and 11% senior preferred units of limited partnership in Crown Partnership (the "Crown-Owned Preferred Units").

C. Crown currently is the sole general partner of Crown Partnership (such interest, the "Crown-Owned General Partner Interest").

D. Pursuant to the Merger Agreement, the parties thereto have agreed that, subject to satisfaction of the terms and conditions set forth in Sections 6.1, 6.2 and 6.3 of the Merger Agreement and the terms and conditions set forth in this Agreement, one (1) business day prior to the Effective Time of the Merger, (i) Crown Partnership will (A) distribute to Crown, in complete liquidation of all of the Crown-Owned Common Units, the Crown-Owned Preferred Units, the Crown-Owned General Partner Interest and any other interest that Crown might be considered to have in Crown Partnership, the Crown Proportionate Interest (as defined below) in the Crown Partnership Assets (as defined below) and (B) admit a new general partner designated by the other partners of Crown Partnership, and (ii) Crown will (A) assume the Crown Proportionate Interest in the Crown Partnership Liabilities (as defined below), and (B) agree to indemnify Crown Partnership for the Crown Proportionate Interest in the Crown Partnership Liabilities.

E. The parties desire to set forth the terms of the transactions described in Recital D above.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.1 Definitions. In addition to terms defined elsewhere herein or in the Merger Agreement, as used herein, the terms set forth below shall have the meanings:

"Crown Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership, dated as of August 17, 1993, of Crown Partnership, as amended.

"Crown Partnership Assets" shall mean all assets, properties, goodwill and rights, wherever located, whether real, personal or mixed, tangible or intangible, of Crown Partnership, including, without limitation, Crown Partnership's interests in the properties identified on Schedule 2.2(a) included in the Crown Disclosure Letter delivered pursuant to the Merger Agreement as being owned directly by Crown Partnership, Crown Partnership's partnership interests in the Limited Partnerships, Crown Partnership's ownership interests in the General Partners, Crown Partnership's limited liability company interests in the Limited Liability Companies, Crown Partnership's general partnership interest in the Palmer Park Mall Venture, and Crown Partnership's stock in the TRSs.

"Crown Partnership Distribution Closing" shall mean the closing of the Crown Partnership Distribution Transactions.

"Crown Partnership Distribution Closing Date" shall mean the date on which the transactions contemplated by this Agreement are consummated, which date shall be one (1) business day prior to the Effective Time of the Merger.

"Crown Partnership Distribution Transactions" shall mean the transactions contemplated by this Agreement.

"Crown Partnership Liabilities" shall mean all liabilities and obligations of Crown Partnership, including any liability or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, other than the Excluded Liabilities.

"Crown Proportionate Interest" shall mean the percentage of the economic value of Crown Partnership held by Crown as of the Crown Partnership Distribution Closing Date, after giving effect to the 4^th Amendment to CFSA and the 8^th Amendment to Crown Partnership Agreement, which percentage shall equal a fraction (i) the numerator of which is the aggregate market value (as determined in accordance with the following sentence) of the Crown-Owned Common Units and Crown-Owned Preferred Units, and (ii) the denominator of which is the aggregate market value (as determined in accordance with the following sentence) of all of the outstanding common and preferred units of Crown Partnership immediately prior to the consummation of the transactions contemplated hereby. The market value of the common and preferred units of Crown Partnership shall be determined based upon the average trading price of Crown common shares and preferred shares, respectively, over the five trading day period ending on the day immediately prior to the Crown Partnership Distribution Closing Date, and shall take into account, in the case of the Crown Partnership common units, the "Partner Adjustment Factor," as defined in the Crown Partnership Agreement, as amended by the Eighth Amendment thereto.

"Excluded Liabilities" shall mean (i) liabilities for "Claims" (as defined in the Indemnification Agreement) that are the subject of the Indemnification Agreement (whether or not PREIT or PREIT Partnership actually receives indemnification thereunder) or for which the Indemnification Agreement requires the Indemnifying Parties (as defined therein) to indemnify PREIT or PREIT Partnership; (ii) liabilities owed by Crown Partnership to the limited partners of Crown Partnership in their capacities as such; (iii) liabilities of Crown Partnership for any breach of or failure of Crown Partnership to perform any of its obligations pursuant to the Merger Agreement or any other agreements contemplated thereby; and (iv) liabilities of Crown Partnership which accrue or arise during the period following the Crown Partnership Distribution Closing Date and which relate to such period, including for purposes of this clause (iv) any increased costs of doing business for Crown Partnership from and after the Crown Partnership Distribution Closing Date, whether or not attributable to the transactions contemplated by the Merger Agreement and the other agreements referenced therein.