Exhibit 10.1


 


Centro NP LLC

420 Lexington Avenue, 7th Floor

New York, New York 10170


 


As of May 30, 2008


 


Bank
of America, N.A.


Hearst
Tower


214
North Tryon Street


Charlotte,
North Carolina 28255


 


Re:          Amended and Restated Revolving Credit
Agreement, dated July 31, 2007, by and among Centro NP LLC (the “Borrower”),
the lenders party thereto (each, a “Lender,” and, collectively, the “Lenders”),
and Bank of America, N.A., as agent for the Lenders (in such capacity, the “Administrative
Agent,” and together with the Lenders, the “Lender Parties”) (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement,” and collectively with all related agreements and ancillary
documents, the “Loan Documents”), and modified by Letter Agreement dated
as of February 14, 2008 (as amended and modified, the “Initial
Extension Agreement”) by and among the Borrower, the Lender Parties, CPT
Manager Limited, as responsible entity of the Centro Property Trust and Centro
Properties Limited (together, the “Parent Guarantors”)) and the
Subsidiary Guarantors referenced in the Loan Agreement (the Parent Guarantors
and such Subsidiary Guarantors, the “Initial Guarantors” and,
collectively with the guarantors under that certain Subsidiary Guarantor
Guaranty, dated as of March 28, 2008, the “Guarantors”), as further
modified by (i) Letter Agreement, dated as of March 28, 2008, by and
among the Borrower, the Initial Guarantors and the Lender Parties (the “March Agreement”),
(ii) Letter Agreement, dated as of April 29, 2008, by and among the
Borrower, the Guarantors and the Lender Parties (the “April Agreement”)
and (iii) Letter Agreement, dated as of May 7, 2008, by and among the
Borrower, the Guarantors and the Lender Parties (the “May 7 Agreement,”
and together with the March Agreement and the April Agreement, the “Letter
Agreements,” and together with the Initial Extension Agreement, the “Extension
Agreement”)


 

















 


Ladies
and Gentlemen:


 


Capitalized terms used herein and not otherwise
defined have the meanings set forth in the Initial Extension Agreement or, if
not defined therein, in the applicable Letter Agreement (or, if not defined in
the Initial Extension Agreement or any Letter Agreement, in the Loan
Agreement).


 


The penultimate paragraph of Section 2 of the
May 7 Agreement provides that it shall be a Trigger Event in the event the
Lender Parties and the Other Bank/Noteholder Group Lenders fail to execute an
agreement on or before May 30, 2008 concerning the terms upon which
(i) any real property interest (other than a lease entered into in the
ordinary course of business) or equity interest owned by a Company Entity may
be sold, assigned or disposed of, (ii) the proceeds of any such sales,
assignments or dispositions referred to in clause (i) above are to be
applied and (iii) any refinancing transactions that relate to members of
the Group, the Super Entities and the Centro GA Entities may be consummated
(the matters identified in clauses (i), (ii) and (iii) above,
collectively, the “Asset Disposal and Proceeds Sharing Principles”). The
failure of the Lender Parties and the Other Bank/Noteholder Group Lenders to
reach agreement on the Asset Disposal and Proceeds Sharing Principles on or
before May 30, 2008 is also a trigger event or termination event under each
of the Other U.S. Bank Group Extension Agreements, the Australian Facility
Further Extension Deed and the Noteholder Further Extension Agreement.


 


The parties hereto now desire to enter into this
letter agreement to memorialize their agreement with respect to the Asset
Disposal and Proceeds Sharing Principles and certain matters attendant thereto.


 


By executing this letter agreement, each of the
parties hereto agrees and acknowledges, effective from and after the Effective
Date, as follows:


 


1.               Defined Terms. In addition to the terms defined elsewhere
in this letter agreement, the following terms have the meanings specified
below:


 


“Asset Disposal and Proceeds Sharing Terms”
means the terms and provisions set forth in Exhibit A hereto, which
are incorporated into paragraphs 3 and 4 of this letter agreement as if set
forth fully and at length herein.


 


“Australian Bank/Noteholder Group May 30
Documents” means, collectively, the Australian Facility Fifth Amendment
Deed, the May 30 Noteholder Agreement and the Transaction Documents (as
defined in the Australian Facility Fifth Amendment Deed), each of which shall
be in form and substance acceptable to the Lender Parties.


 


“Australian Company Entities” means,
collectively, the Parent Guarantors, the members of the Group and the
Controlled Entities.


 


“Australian Facility Fifth Amendment Deed”
means that certain Extension Deed – Fifth Amendment Deed, dated as of the date
hereof, among the Parent Guarantors, the Australian Lenders and the other
parties thereto.


 


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“Australian Lenders” means the lenders that
are, from time to time, parties to the documents evidencing the Australian
Credit Facility.


 


“Effective Date” means the date upon which
this letter agreement becomes effective pursuant to paragraph 12 hereof.


 


“Liquidity Facility Agreement” means the
syndicated loan facility agreement, dated on or about the date hereof, among
the Liquidity Facility Borrower, Australia and New Zealand Banking Group
Limited, as agent, and each of the financial institutions and guarantors listed
therein.


 


“Liquidity Facility Borrower” means CPT
Manager Limited, as responsible entity of the Centro (CPT) Trust.


 


“Liquidity Facility Lenders” means the
lenders that are, from time to time, parties to the Liquidity Facility
Agreement.


 


“May 7 Trigger Events” means the Trigger
Events set forth in the penultimate paragraph of Section 2 of the
May 7 Agreement and in Section 5(b)(2) and (4) of the
May 7 Agreement.


 


“May 30 Noteholder Agreement” means that
certain First Amendment to Amended and Restated Noteholder Agreement, dated as
of the date hereof, among the noteholders listed on the signature
pages thereof and the Constituent Companies (as defined therein).


 


“Other May 30 Agreements” means the
letter agreements executed on or about the date hereof by the Bridge Lenders
and KeyBank in form and substance substantially similar to this letter
agreement in respect of the Bridge Facility and the KeyBank Facilities,
respectively, each of which shall be in form and substance acceptable to the
Lender Parties.


 


2.               Consents and Acknowledgments of the Lender
Parties.  Each of
the Lender Parties hereby consents to, and waives any default under the Loan
Documents and/or the Extension Agreement, any Event of Default and any Trigger
Event that may arise as a result of (a) the execution and delivery of the
Australian Facility Fifth Amendment Deed and the May 30 Noteholder
Agreement by the applicable Centro Entities and the consummation of the transactions
contemplated thereby, (b) the execution and delivery of the Other
May 30 Agreements by the applicable Super Entities or Centro GA Entities
and the consummation of the transactions contemplated thereby, (c) the
execution and delivery of the Transaction Documents, in accordance with the
terms of the Australian Facility Fifth Amendment Deed and the May 30
Noteholder Agreement and the consummation of the transactions and granting of
the security contemplated thereby and (d) the execution and delivery by the
Liquidity Facility Borrower of the Liquidity Facility Agreement and any
documents executed in connection therewith and the terms and provisions thereof
and the transactions and security interests provided for therein, including the
borrowings thereunder by the Liquidity Facility Borrower. Other than as set
forth in this paragraph 2 or any other paragraph of this letter agreement, the
Initial Extension Agreement or the Letter Agreements the Lender Parties have
not consented to any matters that


 


3

















 


would
otherwise constitute a default under the Loan Documents and/or the Extension
Agreement, an Event of Default or a Trigger Event.


 


3.             Asset Sales. Section 4(m) of the Initial Extension Agreement (as the
same may have been amended, modified or supplemented in the Letter Agreements)
is hereby amended to: (i) replace the words “May 30, 2008” with the
words “September 30, 2008” in each instance in which they appear in said
section and (ii) add the following sentence at the end thereof:
“Notwithstanding anything in this paragraph 4(m) to the contrary, from and
after the Effective Date through the Termination Date, each of the terms and
provisions of this paragraph 4(m) restricting the sale, assignment, or
disposition of assets owned or ground leased by any Super Entity or any
Australian Company Entity (or the direct or indirect equity interests of such
entities) shall be subject to, and deemed amended by, the Asset Disposal and
Proceeds Sharing Terms such that the Asset Disposal and Proceeds Sharing Terms
shall govern with respect to sales, assignments and dispositions of assets
owned or ground leased by any Super Entity or any Australian Company Entity (or
the direct or indirect equity interests of such entities); provided, for
the avoidance of doubt, that nothing in this paragraph or in the Asset Disposal
and Proceeds Sharing Terms is intended to, nor shall it be deemed to, restrict
any Centro GA Entity from consummating any sale, assignment or disposition of
any asset owned or ground leased by such Centro GA Entity, or prohibit any
Centro GA Entity from raising additional new equity or capital, or from
engaging in any refinancing transaction. The Lender Parties hereby confirm
their consent to any sale, assignment or disposition of real property that is
made in accordance with the terms of a binding contract of sale existing as of
the date of this letter agreement or that has been approved in writing by the
Lender Parties prior to the date hereof, including the Additional Permitted Property
Sales (as defined in the March Agreement) and the Approved Transactions
(as defined in the May 7 Agreement); provided, however, that
the consent of the Lender Parties to each of the Additional Permitted Property
Sales remains subject to the condition that the gross sale price reflected in
the proposal submitted to, and approved by, the Board of Directors of CPT in
respect of the applicable Additional Permitted Property Sale is not reduced by
an amount that is greater than the lesser of (i) 5% of such gross sale
price and (ii) $250,000 (for the avoidance of doubt, the net proceeds of
the Additional Permitted Property Sales and the Approved Transactions shall be
applied in accordance with the Asset Disposal and Proceeds Sharing Terms,
provided that the gross purchase prices of the properties that are the subject
of the Additional Permitted Property Sales and the Approved Transactions shall
not be included in any calculation of the aggregate gross purchase prices
during any applicable rolling twelve month period for purposes of the Asset
Disposal and Proceeds Sharing Terms).”


 


4.             Application of Proceeds Resulting from Asset
Dispositions.


 


(a)           Section 2(a) of the Initial Extension Agreement (as the same
may have been amended, modified or supplemented in the Letter Agreements) is
hereby amended and restated in its entirety as follows:


 


“Each of the Lender Parties agrees that, solely during the Extension
Period, except as expressly provided herein, such Lender Party shall not demand
payment or the turnover of amounts due under or in respect of the Loan
Agreement (other than interest that is otherwise due in accordance with the
Loan Agreement, as amended hereby), or exercise any right to net or set-off any


 


4

















 


amounts
due or charge any default rate of interest (provided no Trigger Event or Event
of Default shall occur during the Extension Period), in each case under the
Loan Agreement or applicable non-bankruptcy law.


 


Without limiting the foregoing, solely during the Extension Period,
except as provided in Section 2(b), each of the Lender Parties agrees, as
follows:


 


(i)            that,
other than as set forth in this Section 2(a), the Borrower shall not be
required to make any mandatory prepayments that would otherwise be required to
be made to one or more of the Lender Parties pursuant to the Loan Agreement;
and


 


(ii)           that
any net proceeds generated from the sale of, or a condemnation or casualty with
respect to, any asset owned or ground leased by a Super Entity that is not a
Combined Pool Property (as defined below and as may be amended, supplemented or
modified from time to time) shall be applied in accordance with the Asset
Disposal and Proceeds Sharing Terms; provided,  however, that,
notwithstanding anything in this clause (ii) to the contrary, (x) the
restrictions set forth in this Section 2(a) with respect to the use
of net proceeds shall apply to net proceeds that are received by any Super
Entity from any Joint Venture Entity notwithstanding the fact that the definition
of “Super Entities” does not include Joint Venture Entities, (y) the
relevant Super Entity shall be permitted to use, in the case of a casualty
event with respect to a property that is not a Combined Pool Property where the
insurance proceeds payable to such Super Entity are less than 50% of the
appraised value of such property immediately prior to the casualty event, any
such insurance proceeds received by such Super Entity to reconstruct, rebuild
or repair any such property and (z) the relevant Super Entity shall be
permitted to use net proceeds to satisfy any cash obligations arising from the
redemption of preferred stock units issued by Excel Realty Partners L.P. at any
time on or prior to December 31, 2008 in an amount not to exceed
$85,000,000.”


 


(b)             Section 2(b) of the Initial
Extension Agreement (as the same may have been amended, modified or
supplemented in the Letter Agreements) is hereby amended and restated in its
entirety as follows:


 


“Any proceeds generated from the sale of, or a condemnation or casualty
with respect to, any property owned by a Super Entity that is a Combined Pool
Property shall be applied in accordance with the Asset Disposal and Proceeds
Sharing Terms; provided,  however, notwithstanding the foregoing,
the relevant Super Entity may use, in the case of a casualty event with respect
to a property that is a Combined Pool Property where the insurance proceeds
payable to such Super Entity are less than 50% of the appraised value of such
property immediately prior to the casualty event, any such insurance proceeds
received by such Super Entity to reconstruct, rebuild or repair any such
property.”


 


5

















 


(c)           Section 2(c) of the Initial
Extension Agreement is hereby amended by replacing the words “Except as
provided in Section 2(b)” with the words “Except as provided in
Section 2(a) or Section 2(b)”.


 


5.               [Reserved]


 


6.               Modification and Deletion of May 7
Trigger Events.


 


(a)           The May 7 Trigger Events are hereby deleted; provided, however,
that if any modification, amendment or supplement to the Liquidity Facility
Agreement made subsequent to the date hereof results in non-compliance with any
parameter set forth in Section 2(d)(i) through (vi) of the
May 7 Agreement, the same shall constitute a Trigger Event unless
consented to in writing by the Lender Parties (for the avoidance of doubt,
(i) any non-compliance with any parameter set forth in
Section 2(d)(i) through (vi) of the May 7 Agreement
resulting solely from the entry into the Liquidity Facility Agreement, as the
same exists on the date hereof, shall not constitute a Trigger Event (the same
having been waived by the Lender Parties pursuant to paragraph 2 above) and
(ii) the execution of the documents contemplated by paragraph 9 below shall
not be deemed to be non-compliance with the parameter set forth in
Section 2(d)(i) through (vi) of the May 7 Agreement).


 


(b)           Section 3(q) of the Initial Extension Agreement (as added to
the Initial Extension Agreement in the May 7 Agreement) is hereby modified
to provide after the words “the Further Extension Agreements” the insertion of
the words “, except in respect of pledges by (i) Centro Super Residual 2
LLC and Centro New Plan, Inc. of their respective equity interests in
Super and (ii) Centro Super Management Joint Venture 2 Holdings, LLC of
its equity interests in Centro Super Management Joint Venture 2, LLC, in each
case, in favor of each of the Bridge Lenders and the Australian Bank/Noteholder
Group Lenders pursuant to the amended and restated pledge and security
agreement(s), guaranty agreement(s), collateral agency and security agreement
and intercreditor agreement that are entered into as contemplated by paragraph
9 of the letter agreement, dated May 30, 2008, among Super, the Parent
Guarantors, the guarantors under that certain Guaranty Agreement (Payment),
dated as of March 28, 2008, Centro GA America LLC and the Bridge Lenders.”


 


7.               [Reserved]


 


8.               [Reserved]


 


9.               Subsequent Documentation of Pledge,
Guarantee, Agency and Intercompany Agreements. The Lender Parties consent to the pledges by (i) Centro Super
Residual 2 LLC and Centro New Plan, Inc. of their respective equity
interests in Super and (ii) Centro Super Management Joint Venture 2
Holdings, LLC of its equity interests in Centro Super Management Joint Venture
2, LLC, in each case, in favor of each of the Bridge Lenders and the Australian
Bank/Noteholder Group Lenders pursuant to one or more amended and restated
pledge agreements, one or more guarantees, a collateral agency and security agreement
and an intercreditor agreement, in each case, in form and substance acceptable
to the Bridge Lenders.


 


10.             Cooperation. Each of the Super Entities and the Guarantors and their respective
advisors shall involve the Lender Parties and their financial advisor and legal
advisors


 


6

















 


in
the restructuring efforts of the Group, including, but not limited to, the
evaluation and review process of any bids regarding the sale of assets or
broader equity recapitalization efforts. In addition, without limiting the
foregoing, the Guarantors shall provide to the financial advisor and legal
advisors of the Lender Parties for distribution to the Lender Parties all
reports, notices and other documents delivered pursuant clause 9.2(b), (c),
(d) and (i) of the Liquidity Facility Agreement at the same time such
documents are delivered to the Agent (as defined in the Liquidity Facility
Agreement).


 


11.           Release of Representatives. In consideration of the time and effort to
be expended by each of the Lender Parties in connection with the matters
described in the Extension Agreement and all amendments and modifications
thereto (including, without limitation, this letter agreement), the grant of
the relief provided for thereunder and hereunder and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Borrower and each of the Guarantors, each of the Releasors each hereby
irrevocably and unconditionally releases and forever discharges each of the
Indemnified Parties from any and all Claims in law or at equity, known or
unknown, ascertained or not ascertained, suspected or unsuspected, that the
Releasors ever had, now have, or shall or may have, solely to the extent such
Claims arise in connection with or concern any discussions, meetings,
agreements, transactions or information exchange contemplated or made under the
Loan Agreement, the Extension Agreement and this letter agreement through the
date hereof. The provisions set forth in this paragraph 11 shall survive any
termination or expiration of the Extension Agreement.


 


12.           Effectiveness. The parties hereto further acknowledge and
agree that, notwithstanding anything to the contrary set forth herein, the
effectiveness of this letter agreement shall be subject to satisfaction of the
conditions precedent that (a) the parties hereto shall have executed and
delivered this letter agreement, (b) each of the Bridge Lenders and
KeyBank shall have executed the applicable Other May 30 Agreements, which shall
provide for the approval by the Bridge Lenders and KeyBank, respectively, of
the Asset Disposal and Proceeds Sharing Terms (including, for avoidance of
doubt, consent to the terms relating to Super Working Capital Needs and
Permitted Debt (each term as defined in the Asset Disposal and Proceeds Sharing
Terms)), (c) each of the Australian Bank/Noteholder Group Lenders shall
have executed and delivered the applicable Australian Bank/Noteholder Group
May 30 Documents, the applicable documents of which shall provide for the
approval by the Australian Bank/Noteholder Group Lenders of the Asset Disposal
and Proceeds Sharing Terms (including, for avoidance of doubt, consent to the
terms relating to Super Working Capital Needs and Permitted Debt) and (d) the
Liquidity Facility Agreement and any and all documentation associated therewith
shall have been executed and delivered by the parties thereto and shall be
acceptable in form and substance to the Lender Parties. The Lender Parties
hereby agree that the execution and delivery by the Bridge Lenders, KeyBank,
the Australian Bank/Noteholder Group Lenders and the applicable Centro Entities
and/or Super Entities of the Other May 30 Agreements and/or the Australian
Bank/Noteholder May 30 Documents shall not constitute a Trigger Event
under Section 3(b) of the Initial Extension Agreement or any other
provision of the Extension Agreement.


 


13.           Reaffirmation of Borrower and Guarantor
Representations and Warranties Under Extension Agreement. The Borrower and the Guarantors agree and
acknowledge that all of the representations and warranties of the applicable
Super Entities and the Centro Entities


 


7

















 


contained
in the Extension Agreement are true and correct in all material respects on the
effective date hereof immediately after giving effect to this letter agreement,
and all such representations and warranties are hereby incorporated by
reference and reaffirmed as if set forth fully and in their entirety, with the
same effect as though such representations and warranties had been made on and
as of the effective date hereof (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).


 


14.           Reaffirmation by Guarantors Under Respective
Guaranty Agreements. Each
Guarantor hereby unconditionally reaffirms its respective continuing guaranty
obligations to the Administrative Agent and the Lenders under the applicable
Guaranty (which, for the avoidance of doubt, shall include that certain
Guaranty Agreement (Payment), dated as of March 28, 2008) and agrees that
the transactions contemplated by this letter agreement shall not in any way
affect the validity and enforceability of such guaranty obligations or the Loan
Documents or the applicable Guaranty or reduce, impair or discharge their
obligations thereunder.


 


15.           [Reserved]


 


16.           Representation and Warranty to Certain
Expense Obligations Under the Liquidity Facility. The Borrower represents and warrants that
no fees, expenses, or other costs have been or are being charged or otherwise
imposed upon the Liquidity Facility Borrower by the Liquidity Facility Lenders
or the administrative agent under the Liquidity Facility Agreement that are in
excess of those fees, expenses, or other costs expressly provided for in, or
referenced in, the Liquidity Facility Agreement.


 


17.           Miscellaneous. This letter agreement shall constitute part
of the Loan Agreement for purposes of indemnification and the indemnification
provisions provided therein shall extend to this letter agreement. The
provisions of this paragraph 17 shall not limit the indemnification rights of
any party under the Loan Agreement.


 


18.           Payment of Costs. The respective counsel and advisors to each
Lender Party shall continue to receive payment in full of all invoiced costs,
fees and expenses as and when required pursuant to Section 1(e) of
the Initial Extension Agreement.


 


19.           Due Authorization, Etc. Each of the parties hereto hereby represents
and warrants that each of the following statements is true, accurate and
complete as to such party as of the effective date of this letter agreement:


 


(a)           such party has carefully read and fully
understood all of the terms and conditions of this letter agreement;


 


(b)           such party has consulted with, or had a full
and fair opportunity to consult with, an attorney regarding the terms and
conditions of this letter agreement;


 


(c)           such party has had a full and fair
opportunity to participate in the drafting of this letter agreement;


 


8

















 


(d)           such party is freely, voluntarily, knowingly and intelligently entering
into this letter agreement;


 


(e)           in entering into this letter agreement, such party has not relied upon
any representation, warranty, covenant or agreement not expressly set forth
herein and in the Loan Agreement, the Extension Agreement and other documents
delivered in connection therewith;


 


(f)            this letter agreement has been duly
authorized and validly executed and delivered by such party and constitutes
each such party’s legal, valid and binding obligation, enforceable in
accordance with its terms; and


 


(g)           such party is duly organized, validly existing and in good standing
under the laws of its jurisdiction of formation and has the full power and
legal authority to execute this letter agreement, consummate the transactions
contemplated hereby, and perform its obligations hereunder.


 


20.           Capacity. The person or persons signing the letter agreement on behalf of the
Borrower and the Guarantors, respectively, is signing strictly in his/her
respective corporate capacity and not in an individual capacity.


 


21.           Non-Contravention. The execution, delivery and performance by
the Super Entities and the Guarantors, as applicable, of each such entity’s
respective obligations under and in connection with (a) the Other
May 30 Agreements, (b) the Australian Bank/Noteholder Group
May 30 Documents and (c) the Extension Agreement in each case as amended
and/or modified by this letter agreement, will not (i) contravene, result
in any breach of, or constitute a default under, or result in the creation of
any encumbrance in respect of any property of such entity or any of its
subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter, memorandum and articles of
association, regulations or by-laws, or any other agreement or instrument to
which such entity or any of its subsidiaries is bound or by which such entity
or any of its subsidiaries or any of their respective properties may be bound
or affected (including, without limitation, the Other May 30 Agreements),
(ii) conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree, or ruling of any court,
arbitrator of governmental authority applicable to such entity or any of its
subsidiaries, (iii) violate any provision of any statute or other
rule or regulation of any governmental authority applicable to such entity
or any of its subsidiaries or (iv) contravene any of its constituent
documents.


 


22.           Counterparts. This letter agreement may be executed in
one or more counterparts and by different parties hereto on separate
counterparts, each of which, when so executed, shall constitute one and the
same agreement.


 


23.           Governing Law. This letter agreement shall be construed in
accordance with the laws of the State of New York, and the obligations, rights,
and remedies of the parties hereto shall be determined in accordance with such
laws.


 


24.           Continuation of Effectiveness of Extension
Agreement. Other than as
expressly modified by this letter agreement, all terms and provisions of the
Extension Agreement shall remain in full force and effect.


 


9

















 


25.             Incorporation of Terms; Integration; Conflict. The Extension Agreement shall be deemed to
incorporate the terms and provisions of this letter agreement. Other than as
specifically modified by this letter agreement, all of the terms and conditions
of the Loan Documents (including, without limitation, all obligations of the
Guarantors with respect thereto) and the Extension Agreement are hereby
ratified and confirmed and the Loan Documents and the Extension Agreement each
remains in full force and effect as of the date hereof, and constitutes the
legal, valid and binding obligation, contract and agreement of the Borrower,
the Guarantors and the Lender Parties. This letter agreement (and the Extension
Agreement, as modified by this letter agreement) is deemed to be a Loan
Document, such that, among other things, any Trigger Event shall constitute an
Event of Default under the Loan Documents. In the event of any conflict between
the terms and provisions of the Extension Agreement, as modified hereby, and
any of the other Loan Documents, the Extension Agreement shall govern and
control.


 


[Signature Pages Follow]


 


10

















 


	
  BORROWER:

  	
  CENTRO
  NP LLC, a Maryland limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  NEW
  PLAN REALTY TRUST, LLC A Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCEL
  REALTY TRUST-ST, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  NEW
  PLAN FLORIDA HOLDINGS, LLC, a Delaware limited

  
	
   

  	
  liability
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  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 sole general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCEL
  REALTY TRUST NC, a North Carolina general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NC
  Properties #1 LLC, a Delaware limited liability company, its managing partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NP
  OF TENNESSEE, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  New
  Plan Tennessee, LLC, a Delaware limited liability company, its sole general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
						



 

















 


	
   

  	
  POINTE
  ORLANDO DEVELOPMENT COMPANY, a California

  
	
   

  	
  general
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  ERT
  Development Corporation, a Delaware corporation, general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  ERT
  Pointe Orlando, Inc., a New York Corporation,

  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  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 sole
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK
  NEW PLAN EXCHANGE PROPERTY OWNER I, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
   

  	
  Title:
  Executive Vice president

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW
  PLAN OF ILLINOIS, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name:
  Steven Siegel

  
	
   

  	
  Title:
  Executive Vice President

  
												



 

















 


	
   

  	
  NEW PLAN PROPERTY HOLDING COMPANY, a Maryland 

  
	
   

  	
  real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN OF MICHIGAN, LLC, a Delaware limited liability

  
	
   

  	
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO PROPERTIES LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hutchinson

  
	
   

  	
  Name: John Hutchinson

  
	
   

  	
  Title: Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
  Title: Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CPT MANAGER LIMITED, as Responsible Entity of the Centro

  
	
   

  	
  Property Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hutchinson

  
	
   

  	
  Name: John Hutchinson

  
	
   

  	
  Title: Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
  Title: Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 3 SPE, LLC, a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 4 SPE, LLC, a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  



 

















 


	
   

  	
  CENTRO NP HOLDINGS 5B SPE, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 6 SPE, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 7 SPE, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 8 SPE, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 9 SPE, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
  CENTRO NP BROADWAY FAIRE, L.P., a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP Broadway Faire MGR, LLC, a 

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP METRO 580 SC, L.P., a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Metro 580 SC MGR, LLC., a 

  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
						



 

















 


	
   

  	
  CENTRO NP ROSE PAVILION, L.P., a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Rose Pavilion MGR, LLC, a
  Delaware limited

  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HANOVER SQUARE SC, LLC, a
  Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN ACQUISITION COMPANY, LLC, a
  Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK NEW PLAN SKYWAY PLAZA, LLC, a Delaware
  limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EISENHOWER SQUARE SC, LLC, a
  Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
					



 

















 


	
   

  	
  NEW PLAN EASTLAKE SC, LLC, a Delaware
  limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN CHASTAIN CORNERS SC, LLC, a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK NEW PLAN EXCHANGE PROPERTY OWNER IV,
  LLC, a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Centro NP Residual Holding LLC, a Delaware
  limited

  liability company, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK NEW PLAN MACON CHAPMAN, LP, a Delaware
  limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  HK New Plan Macon Chapman TRS GP Company, a

  Delaware corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Centro NP Residual Holding LLC, a Delaware 

  limited liability company, its sole shareholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BPR SHOPPING CENTER, LLC, a Delaware
  limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
  Name: Steven Siegel

  
	
   

  	
  Title: Executive Vice President

  
							



 

















 


	
  CONSENTED AND AGREED TO 

  THIS
  29 DAY OF MAY, 2008: 

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael W. Edwards 

  	
   

  
	
   

  	
  Name: Michael W. Edwards 

  	
   

  
	
      Title: Senior Vice President