Exhibit
10.2


GUARANTY AGREEMENT


THIS  GUARANTY AGREEMENT
(this “Guaranty”) is executed as of July 31,
2007, by CPT MANAGER LIMITED, ABN 37054494307,
as responsible entity of the Centro Property Trust, having an address at Centro
The Glen, 235 Springvale Road, 3rd Floor, Glen Waverley, Victoria, 3150,
Australia (“CPT”) and CENTRO
PROPERTIES LIMITED, ABN 45078590682, having an address at Centro The
Glen, 235 Springvale Road, 3rd Floor, Glen Waverley, Victoria, 3150, Australia  (“CPL” and
together with CPT, collectively, the “Guarantor”), in
favor of BANK OF AMERICA, N.A. (“BOA”), a
banking association chartered under the laws of the United States of America,
having an address at 231 South LaSalle Street, 10th Floor, Chicago, Illinois
60697, as agent for Lenders (as herein defined) (BOA in such capacity, “Administrative Agent”).


W
I  T  N  E  S  S  E  T  H
:


I.                                         Reference
is made to that certain Amended and Restated Revolving Credit Agreement, dated
as of July 31, 2007 (as the same may have been otherwise amended, restated,
supplemented or modified from time to time prior to the date hereof, the “Credit Agreement”), by and among Centro NP LLC, a Delaware
limited liability company (formerly known as Super IntermediateCo LLC) (the “Borrower”), Bank of America, N.A., individually and as
administrative agent, and the lenders party thereto (the “Lenders”);
pursuant to which the Lenders have agreed to make loans to the Borrower
(collectively, the “Loan”).


II.                                     Capitalized
terms used herein shall have the meanings assigned to such terms in the Credit
Agreement.


III.                                 The
Administrative Agent and the Lenders have made it a condition precedent to the
effectiveness of the Credit Agreement that each Guarantor execute and deliver
this Guaranty.


IV.                                 Each
Guarantor expects to derive substantial benefit from the Credit Agreement and
the transactions contemplated thereby and, in furtherance thereof, has agreed
to execute and deliver this Guaranty.


Therefore,
in consideration of the Recitals, the terms and conditions herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Guarantors and the Administrative Agent hereby
covenant and agree as follows:


ARTICLE I



NATURE AND SCOPE OF GUARANTY


1.1                               Guaranty
of Obligation.


(a)                                  Guarantor
hereby irrevocably and unconditionally guarantees to Administrative Agent (in
its capacity as a Lender), Lenders and their respective successors and assigns the
payment and performance of the Guaranteed Obligations as and when the same
shall be due and payable, whether by lapse of time, by acceleration of maturity
or otherwise.  Guarantor hereby
irrevocably and unconditionally covenants and agrees that it is liable for the
Guaranteed Obligations as a primary obligor.


(b)                                 Notwithstanding
anything to the contrary contained herein, the Guarantors shall not have any
liability hereunder with respect to any of the Guaranteed Obligations and the
Administrative Agent shall not be entitled to exercise any of its rights or
remedies hereunder until the occurrence of the Trigger Date.  Further, each Guarantor hereby agrees to
promptly (and in any case within 10 days) execute and deliver, upon the request
of the Administrative Agent following the occurrence of the Trigger Date, a
written acknowledgement of the occurrence of the Trigger Date and the validity,
enforceability and effectiveness of this Guaranty and of such Guarantor’s
Guaranteed Obligations as of such Trigger Date; provided, that failure to
deliver such written confirmation shall not prevent any Guarantor from being
liable under this Guaranty in accordance with the terms set forth herein.











(c)                                  In
addition to the foregoing, and notwithstanding anything to the contrary
contained herein, the parties hereto hereby agree that the Guarantors’
liability hereunder shall from time to time be limited to an aggregate (joint
and several) amount equal to the lesser of (i) $350,000,000 and (ii) (A) $1.75
billion, less (B) the then-outstanding amount of the Bridge Loan guaranteed by
such Guarantors.


Definition
of Guaranteed Obligations.   As used herein, the term “Guaranteed
Obligations” means the obligations and liabilities of Borrower to Administrative
Agent and/or Lenders for any loss, damage, cost, expense, liability, claim and
any other obligation incurred by Agent and/or Lenders (including attorneys’
fees and costs reasonably incurred) arising out of or in connection with (a) all
present and future obligations and liabilities, whether deemed principal,
interest, additional interest, fees, expenses or otherwise of the Borrower to
the Administrative Agent and the Lenders, including, without limitation, all
obligations under (i) the Credit Agreement, (ii) the Notes (including, without
limitation, the Revolving Credit Notes and the Swing Loan Note), (iii) the
Letters of Credit, and (iv) all other Loan Documents and (b) all amounts due
under Section 1.8 of this Guaranty.


1.2                               Nature
of Guaranty.   This Guaranty is an irrevocable, absolute,
continuing guaranty of payment and performance and not a guaranty of
collection.  This Guaranty may not be
revoked by Guarantor and shall continue to be effective with respect to any
Guaranteed Obligations arising or created after any attempted revocation by
Guarantor. The fact that at any time or from time to time the Guaranteed Obligations
may be increased or reduced shall not release or discharge the obligation of
Guarantor to Administrative Agent and/or Lenders with respect to the Guaranteed
Obligations.  This Guaranty may be
enforced by Administrative Agent on behalf of Lenders and any subsequent holder
of the Note and shall not be discharged by the assignment or negotiation of all
or part of the Note.


1.3                               Guaranteed
Obligations Not Reduced by Offset.   The Guaranteed Obligations and the liabilities
and obligations of Guarantor to Lenders hereunder shall not be reduced,
discharged or released because or by reason of any existing or future offset,
claim or defense of Borrower, or any other party, against Lenders or against
payment of the Guaranteed Obligations, whether such offset, claim or defense
arises in connection with the Guaranteed Obligations (or the transactions
creating the Guaranteed Obligations) or otherwise.


1.4                               Payment
By Guarantor.   If all or any part of the Guaranteed
Obligations shall not be punctually paid when due, whether at demand, maturity,
acceleration or otherwise, Guarantor shall, immediately upon demand by
Administrative Agent, and without presentment, protest, notice of protest,
notice of non-payment, notice of intention to accelerate the maturity, notice
of acceleration of the maturity, or any other notice whatsoever, pay in lawful
money of the United States of America, the amount due on the Guaranteed
Obligations (subject to the maximum aggregate liability as set forth in Section
1.1(c) hereof) to Administrative Agent, on behalf of Lenders, at
Administrative Agent’s address as set forth herein.  Such demand(s) may be made at any time
coincident with or after the time for payment of all or part of the Guaranteed
Obligations, and may be made from time to time with respect to the same or
different items of Guaranteed Obligations. 
Such demand shall be deemed made, given and received in accordance with
the notice provisions hereof.


1.5                               No
Duty To Pursue Others.   It shall not be necessary for Administrative
Agent or any Lender (and Guarantor hereby waives any rights which Guarantor may
have to require Administrative Agent and/or any Lender), in order to enforce
the obligations of Guarantor hereunder, first to (a) institute suit or exhaust
its remedies against Borrower or others liable on the Loan or the Guaranteed
Obligations or any other person, (b) enforce Lenders’ rights against any
collateral which shall ever have been given to secure the Loan, (c) enforce
Lenders’ rights against any other guarantors of the Guaranteed Obligations, (d)
join Borrower or any others liable on the Guaranteed Obligations in any action
seeking to enforce this Guaranty, (e) exhaust any remedies available to Lenders
against any collateral which shall ever have been given to secure the Loan, or (f)
resort to any other means of obtaining payment of the Guaranteed
Obligations.  Neither any Lender nor
Administrative Agent, on behalf of Lenders, shall be required to mitigate
damages or take any other action to reduce, collect or enforce the Guaranteed
Obligations.


1.6                               Waivers.   Guarantor
agrees to the provisions of the Loan Documents, and hereby waives notice of (a)
any loans or advances made by Administrative Agent or any Lender to Borrower,
(b) acceptance of this Guaranty, (c) any amendment or extension of the Note,
the Loan Agreement or of any other Loan Documents, (d) the execution and
delivery by Borrower, Administrative Agent and Lenders of any other loan or
credit agreement or 











of Borrower’s execution and delivery of any
promissory notes or other documents arising under the Loan Documents or in connection
with any portion of the collateral for the Loan, (e) the occurrence of any
Default or an Event of Default, (f) any Lender’s transfer or disposition of the
Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or
posting or advertising for sale or foreclosure) of any collateral for the
Guaranteed Obligations, (h) protest, proof of non-payment or default by
Borrower, and (i) any other action at any time taken or omitted by Administrative
Agent or any Lender, and, generally, all demands and notices of every kind in
connection with this Guaranty or the Loan Documents.


1.7                               Payment
of Expenses.   In the event that Guarantor should breach or
fail to timely perform any provisions of this Guaranty, Guarantor shall,
immediately upon demand by Administrative Agent, pay Administrative Agent all
costs and expenses (including court costs and reasonable attorneys’ fees)
incurred by Administrative Agent and Lenders in the enforcement hereof or the preservation
of Lenders’ rights hereunder.  The
covenant contained in this Section 1.7 shall survive the payment and
performance of the Guaranteed Obligations.


1.8                               Effect
of Bankruptcy.   In the event that, pursuant to any insolvency,
bankruptcy, reorganization, receivership or other debtor relief law, or any
judgment, order or decision thereunder, Lenders must rescind or restore any
payment, or any part thereof, received by any Lender (or Administrative Agent
on behalf of Lenders) in satisfaction of the Guaranteed Obligations, as set
forth herein, any prior release or discharge from the terms of this Guaranty
given to Guarantor by Administrative Agent and Lenders shall be without effect,
and this Guaranty shall remain in full force and effect.  It is the intention of Borrower and Guarantor
that Guarantor’s obligations hereunder shall not be discharged except by
Guarantor’s performance of such obligations and then only to the extent of such
performance.


1.9                               Waiver
of Subrogation, Reimbursement and Contribution.  Notwithstanding anything to the contrary
contained in this Guaranty, Guarantor hereby unconditionally and irrevocably
waives, releases and abrogates any and all rights it may now or hereafter have
under any agreement, at law or in equity (including, without limitation, any
law subrogating Guarantor to the rights of Lenders), to assert any claim
against or seek contribution, indemnification or any other form of
reimbursement from Borrower or any other party liable for payment of any or all
of the Guaranteed Obligations for any payment made by Guarantor under or in
connection with this Guaranty or otherwise until the full and final payment and
satisfaction of the Guaranteed Obligations.


1.10                        Borrower.   The
term “Borrower” as used herein shall include any new or successor
corporation, association, partnership (general or limited), limited liability
company, joint venture, trust or other individual or organization formed as a
result of any merger, reorganization, sale, transfer, devise, gift or bequest
of Borrower or any interest in Borrower.


ARTICLE II



EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS


Guarantor hereby
consents and agrees to each of the following, and agrees that Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired,
reduced or adversely affected by any of the following, and waives any common
law, equitable, statutory or other rights (including without limitation rights
to notice) which Guarantor might otherwise have as a result of or in connection
with any of the following:


2.1                               Modifications.   Any
renewal, extension, increase, modification, alteration or rearrangement of all
or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the
other Loan Documents, or any other document, instrument, contract or
understanding between or among Borrower, Administrative Agent and Lenders, or
any other parties, pertaining to the Guaranteed Obligations or any failure of
Administrative Agent or any Lender to notify Guarantor of any such action.


2.2                               Adjustment.   Any
adjustment, indulgence, forbearance or compromise that might be granted or
given by Administrative Agent or Lenders to Borrower or Guarantor.











2.3                               Condition
of Borrower or Guarantor.   The insolvency, bankruptcy, arrangement, adjustment,
composition, liquidation, disability, dissolution or lack of power of Borrower,
Guarantor or any other party at any time liable for the payment of all or part
of the Guaranteed Obligations; or any dissolution of Borrower, any Subsidiary
of Borrower or Guarantor, or any sale, lease or transfer of any or all of the
assets of Borrower, any Subsidiary of Borrower or Guarantor, or any changes in
the shareholders, partners or members of Borrower, any Subsidiary of Borrower
or Guarantor; or any reorganization of Borrower, any Subsidiary of Borrower or
Guarantor.


2.4                               Invalidity
of Guaranteed Obligations.   The invalidity, illegality or unenforceability
of all or any part of the Guaranteed Obligations, or any document or agreement
executed in connection with the Guaranteed Obligations, for any reason
whatsoever, including without limitation the fact that (a) the Guaranteed
Obligations, or any part thereof, exceeds the amount permitted by law, (b) the
act of creating the Guaranteed Obligations or any part thereof is ultra  vires,
(c) the officers or representatives executing the Note, the Loan Agreement or
the other Loan Documents or otherwise creating the Guaranteed Obligations acted
in excess of their authority, (d) the Guaranteed Obligations violate applicable
usury laws, (e) Borrower has valid defenses, claims or offsets (whether at law,
in equity or by agreement) which render the Guaranteed Obligations wholly or
partially uncollectible from Borrower, (f) the creation, performance or
repayment of the Guaranteed Obligations (or the execution, delivery and
performance of any document or instrument representing part of the Guaranteed
Obligations or executed in connection with the Guaranteed Obligations, or given
to secure the repayment of the Guaranteed Obligations) is illegal,
uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of
the other Loan Documents have been forged or otherwise are irregular or not
genuine or authentic, it being agreed that Guarantor shall remain liable hereon
regardless of whether Borrower or any other Person be found not liable on the
Guaranteed Obligations or any part thereof for any reason.


2.5                               Release
of Obligors.   Any full or partial release of the liability
of Borrower on the Guaranteed Obligations, or any part thereof, or of any
co-guarantors, or any other person or entity now or hereafter liable, whether
directly or indirectly, jointly, severally, or jointly and severally, to pay,
perform, guarantee or assure the payment of the Guaranteed Obligations, or any
part thereof, it being recognized, acknowledged and agreed by Guarantor that
Guarantor may be required to pay the Guaranteed Obligations in full without
assistance or support of any other party, and Guarantor has not been induced to
enter into this Guaranty on the basis of a contemplation, belief, understanding
or agreement that other Persons will be liable to pay or perform the Guaranteed
Obligations, or that Lenders will look to other Persons to pay or perform the
Guaranteed Obligations.


2.6                               Other
Collateral.   The taking or accepting of any other security,
collateral or guaranty, or other assurance of payment, for all or any part of
the Guaranteed Obligations.


2.7                               Release
of Collateral.   Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security at any time existing in connection with, or
assuring or securing payment of, all or any part of the Guaranteed Obligations.


2.8                               Care
and Diligence.   The failure of Administrative Agent, any
Lender or any other party to exercise diligence or reasonable care in the
preservation, protection, enforcement, sale or other handling or treatment of
all or any part of such collateral, property or security, including but not
limited to any neglect, delay, omission, failure or refusal of Administrative
Agent and/or Lenders (a) to take or prosecute any action for the collection of
any of the Guaranteed Obligations or (b) to foreclose, or initiate any action
to foreclose, or, once commenced, prosecute to completion any action to
foreclose upon any security therefor, or (c) to take or prosecute any action in
connection with any instrument or agreement evidencing or securing all or any
part of the Guaranteed Obligations.


2.9                               Unenforceability.   The
fact that any collateral, security, security interest or lien contemplated or
intended to be given, created or granted as security for the repayment of the
Guaranteed Obligations, or any part thereof, shall not be properly perfected or
created, or shall prove to be unenforceable or subordinate to any other
security interest or lien, it being recognized and agreed by Guarantor that
Guarantor is not entering into this Guaranty in reliance on, or in
contemplation of the benefits of, the validity, enforceability, collectibility
or value of any of the collateral for the Guaranteed Obligations.











2.10                        Offset.  Any
existing or future right of offset, claim or defense of Borrower against Administrative
Agent, any Lender, or any other Person, or against payment of the Guaranteed
Obligations, whether such right of offset, claim or defense arises in
connection with the Guaranteed Obligations (or the transactions creating the
Guaranteed Obligations) or otherwise.


2.11                        Merger.   The
reorganization, merger or consolidation of Borrower into or with any other
corporation or entity.


2.12                        Preference.   Any
payment by Borrower to Administrative Agent or any Lender is held to constitute
a preference under bankruptcy laws, or for any reason Administrative Agent or
any Lender is required to refund such payment or pay such amount to Borrower or
someone else.


2.13                        Other
Actions Taken or Omitted.   Any other action taken or omitted to be taken
with respect to the Loan Documents, the Guaranteed Obligations, or the security
and collateral therefor, whether or not such action or omission prejudices
Guarantor or increases the likelihood that Guarantor will be required to pay
the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous
and unequivocal intention of Guarantor that Guarantor shall be obligated to pay
the Guaranteed Obligations (subject to the maximum aggregate liability as set
forth in Section 1.1(c) hereof) when due, notwithstanding any occurrence,
circumstance, event, action, or omission whatsoever, whether contemplated or
uncontemplated, and whether or not otherwise or particularly described herein,
which obligation shall be deemed satisfied only upon the full and final payment
and satisfaction of the Guaranteed Obligations (subject to the maximum
aggregate liability as set forth in Section 1.1(c) hereof).


ARTICLE III



cpt REPRESENTATIONS AND
WARRANTIES


To induce Administrative
Agent and Lenders to enter into the Loan Documents and extend credit to
Borrower, CPT represents and warrants to Administrative Agent and Lenders as
follows:


3.1                               Organization,
Authority of CPT.  CPT is a
corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation and has the corporate power and authority and
the legal right to own and operate its property, to lease the property it
operates and to conduct the business in which it is currently engaged.


3.2                               Execution,
Delivery and Performance by CPT. 
CPT has the corporate power and authority and the legal right to execute
and deliver, and to perform its obligations under, this Guaranty, and has taken
all necessary corporate action to authorize its execution, delivery and
performance of this Guaranty.


3.3                               Legality.  This Guaranty constitutes a legal, valid and
binding obligation of CPT enforceable in accordance with its terms, except as
may be affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting the enforcement
of creditors’ rights generally, general equitable principles and an implied
covenant of good faith and fair dealing.


3.4                               CPT
Sole Trustee of Centro Property Trust. 
CPT is the only trustee of Centro Property Trust, a trust organized
under the laws of the Commonwealth of Australia (the “Trust”), and no action has been taken or
proposed to remove it as trustee of the Trust or to terminate the Trust.


3.5                               No
Default by CPT as Trustee, Indemnification by Trust.  CPT is not, and never has been, in default
under the constituent documents of the Trust, including its Trust Deed, and has
the right to be fully indemnified out of the property held on trust by it in
connection with the Trust or under the Trust Deed (“Trust Funds”) in respect of obligations incurred by it
hereunder and the Trust Funds are sufficient to satisfy that right to indemnity
and all other obligations in respect of which CPT has a right to be indemnified
out of the Trust Funds.


3.6                               Compliance
with Trust Obligations.  CPT and
its directors and other officers have complied with their obligations in
connection with the Trust.











3.7                               Benefit.   (a)
CPT is an affiliate of Borrower, is the owner of a direct or indirect interest
in Borrower, and has received, or will receive, direct or indirect benefit from
the making of this Guaranty with respect to the Guaranteed Obligations; and (b)
CPT has carefully considered the purposes of this Guaranty, and considers that
entry into this Guaranty is for the benefit of the beneficiaries of that Trust
and the terms of this Guaranty are fair and reasonable.


3.8                               No
Abandonment of Powers under Trust Deed. 
CPT has not exercised any power to release, abandon or restrict any
power conferred on it by the Trust Deed.


3.9                               Proper
Exercise of Fiduciary Duties. 
The entry into, delivery and performance of this Guaranty by CPT is part
of the proper administration of the Trust, is a proper exercise of its
fiduciary duties, and is for the benefit of the Trust and the beneficiaries of
the Trust.


3.10                        No
Withdrawal of Required Consent. 
No direction, instruction or consent required to be given to CPT under
the Trust Deed or otherwise in respect of its execution, delivery and
performance of this Guaranty has been withdrawn or revoked.


3.11                        No
Violation of CPT’s Duties or Obligations.  The execution, delivery and performance of
this Guaranty will not violate any provision of any requirement of law or
contractual obligation of CPT and will not result in or require the creation or
imposition of any lien on any of the properties or revenues of CPT pursuant to
any requirement of law or contractual obligation of CPT.


3.12                        No
Legal Proceedings against CPT. 
No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of CPT, threatened by
or against CPT or against any of its properties or revenues (i) with respect to
this Guaranty or any of the transactions contemplated hereby, or (ii) which
could reasonably be expected to have a material adverse effect on the business,
operations, property or financial or other condition of CPT.


3.13                        Filing
and Payment of Taxes.  CPT has
filed or caused to be filed all tax returns which, to the knowledge of CPT, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of CPT); and no tax lien has been filed, and, to the knowledge of CPT, no
claim is being asserted, with respect to any such tax, fee or other charge.


3.14                        No
Consent Required for CPT’s Execution, Delivery or Performance.  No consent or authorization of, filing with,
or other act by or in respect of, any arbitrator or Governmental Authority and
no consent of any other Person (including, without limitation, any stockholder
or creditor of CPT) is required in connection with the execution, delivery,
performance, validity or enforceability of this Guaranty.


3.15                        Familiarity
and Reliance.   CPT is familiar with, and has independently
reviewed books and records regarding, the financial condition of Borrower and
is familiar with the value of any and all collateral intended to be created as
security for the payment of the Note or Guaranteed Obligations; however, CPT is
not relying on such financial condition or the collateral as an inducement to
enter into this Guaranty.


3.16                        CPT’s
Financial Condition.  As of the
date hereof, and after giving effect to this Guaranty and the contingent
obligation evidenced hereby, CPT is, and will be, solvent, and has and will
have assets which, fairly valued, exceed its obligations, liabilities
(including contingent liabilities) and debts, and has and will have property
and assets sufficient to satisfy and repay its obligations and liabilities.


3.17                        No
Representation By Administrative Agent or any Lender.   Neither Administrative Agent, any Lender nor
any other party has made any representation, warranty or statement to CPT in
order to induce CPT to execute this Guaranty.











3.18                        Survival.   All
representations and warranties made by CPT herein shall survive the execution
hereof.


ARTICLE IV



CPL REPRESENTATIONS AND WARRANTIES


To induce
Administrative Agent and Lenders to enter into the Loan Documents and extend
credit to Borrower, CPL represents and warrants to Administrative Agent and
Lenders as follows:


4.1                               Organization,
Authority of CPL.  CPL is a
corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation and has the corporate power and authority and
the legal right to own and operate its property, to lease the property it
operates and to conduct the business in which it is currently engaged.


4.2                               Execution,
Delivery and Performance by CPL. 
CPL has the corporate power and authority and the legal right to execute
and deliver, and to perform its obligations under, this Guaranty, and has taken
all necessary corporate action to authorize its execution, delivery and
performance of this Guaranty.


4.3                               Legality.  This Guaranty constitutes a legal, valid and
binding obligation of CPL enforceable in accordance with its terms, except as
may be affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting the
enforcement of creditors’ rights generally, general equitable principles and an
implied covenant of good faith and fair dealing.


4.4                               Benefit.   (a)
CPL is an affiliate of Borrower, is the owner of a direct or indirect interest
in Borrower, and has received, or will receive, direct or indirect benefit from
the making of this Guaranty with respect to the Guaranteed Obligations; and (b)
CPL has carefully considered the purposes of this Guaranty, and considers that
entry into this Guaranty is for the benefit of CPL and the terms of this
Guaranty are fair and reasonable.


4.5                               No
Violation of CPL’s Duties or Obligations.  The execution, delivery and performance of
this Guaranty will not violate any provision of any requirement of law or
contractual obligation of CPL and will not result in or require the creation or
imposition of any lien on any of the properties or revenues of CPL pursuant to
any requirement of law or contractual obligation of CPL.


4.6                               No
Legal Proceedings against CPL. 
No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of CPL, threatened by
or against CPL or against any of its properties or revenues (i) with respect to
this Guaranty or any of the transactions contemplated hereby, or (ii) which
could reasonably be expected to have a material adverse effect on the business,
operations, property or financial or other condition of CPL.


4.7                               Filing
and Payment of Taxes.  CPL has
filed or caused to be filed all tax returns which, to the knowledge of CPL, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of CPL); and no tax lien has been filed, and, to the knowledge of CPL, no
claim is being asserted, with respect to any such tax, fee or other charge.


4.8                               No
Consent Required for CPL’s Execution, Delivery or Performance.  No consent or authorization of, filing with,
or other act by or in respect of, any arbitrator or Governmental Authority and
no consent of any other Person (including, without limitation, any stockholder
or creditor of CPL) is required in connection with the execution, delivery,
performance, validity or enforceability of this Guaranty.


4.9                               Familiarity
and Reliance.   CPL is familiar with, and has independently
reviewed books and records regarding, the financial condition of Borrower and
is familiar with the value of any and all collateral 











intended to be created as security for the
payment of the Note or Guaranteed Obligations; however, CPL is not relying on
such financial condition or the collateral as an inducement to enter into this
Guaranty.


4.10                        CPL’s
Financial Condition.  As of the
date hereof, and after giving effect to this Guaranty and the contingent
obligation evidenced hereby, CPL is, and will be, solvent, and has and will
have assets which, fairly valued, exceed its obligations, liabilities
(including contingent liabilities) and debts, and has and will have property
and assets sufficient to satisfy and repay its obligations and liabilities.


4.11                        No
Representation By Administrative Agent or any Lender.   Neither Administrative Agent, any Lender nor
any other party has made any representation, warranty or statement to CPL in
order to induce CPL to execute this Guaranty.


4.12                        Survival.   All
representations and warranties made by CPL herein shall survive the execution
hereof.


ARTICLE V



SUBORDINATION OF CERTAIN INDEBTEDNESS


5.1                               Subordination
of All Guarantor Claims.   As used herein, the term “Guarantor Claims” shall mean all debts and
liabilities of Borrower or any Subsidiary of Borrower to Guarantor, whether
such debts and liabilities now exist or are hereafter incurred or arise, or
whether the obligations of Borrower or any Subsidiary of Borrower thereon be
direct, contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such debts or liabilities be evidenced
by note, contract, open account, or otherwise, and irrespective of the Person
in whose favor such debts or liabilities may, at their inception, have been, or
may hereafter be created, or the manner in which they have been or may
hereafter be acquired by Guarantor.  The
Guarantor Claims shall include without limitation all rights and claims of
Guarantor against Borrower or any Subsidiary of Borrower (arising as a result
of subrogation or otherwise) as a result of Guarantor’s payment of all or a
portion of the Guaranteed Obligations. 
Upon the occurrence of an Event of Default or Default, Guarantor shall
not receive or collect, directly or indirectly, from Borrower, any Subsidiary
of Borrower or any other party any amount upon the Guarantor Claims.


5.2                               Claims
in Bankruptcy.   In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings
involving Guarantor as debtor, Lenders shall have the right to prove their
claims in any such proceeding so as to establish their rights hereunder and
receive directly from the receiver, trustee or other court custodian dividends
and payments which would otherwise be payable upon Guarantor Claims; provided,
that the amount of such Guarantor Claims shall be subject to the maximum
aggregate liability limitations set forth in Section 1.1(c) hereof.  Guarantor hereby assigns such dividends and
payments to Administrative Agent for the ratable benefits of Lenders.  Should Lenders (or Administrative Agent, on
behalf of Lenders) receive, for application upon the Guaranteed Obligations, any
such dividend or payment which is otherwise payable to Guarantor, and which, as
between Borrower or any Subsidiary of Borrower and Guarantor, shall constitute
a credit upon the Guarantor Claims, then upon payment to Lenders in full of the
Guaranteed Obligations, Guarantor shall become subrogated to the rights of
Lenders to the extent that such payments to Lenders on the Guarantor Claims
have contributed toward the liquidation of the Guaranteed Obligations, and such
subrogation shall be with respect to that proportion of the Guaranteed Obligations
which would have been unpaid if Lenders had not received dividends or payments
upon the Guarantor Claims.


5.3                               Payments
Held in Trust.   In the event that, notwithstanding anything to
the contrary in this Guaranty, Guarantor should receive any funds, payment,
claim or distribution which is prohibited by this Guaranty, Guarantor agrees to
hold in trust for Lenders an amount equal to the amount of all funds, payments,
claims or distributions so received, and agrees that it shall have absolutely
no dominion over the amount of such funds, payments, claims or distributions so
received except to pay them promptly to Administrative Agent for the ratable
benefit of Lenders, and Guarantor covenants promptly to pay the same to
Administrative Agent for the ratable benefit of Lenders.











5.4                               Liens
Subordinate.   Guarantor agrees that any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets
(or assets of any Subsidiary of Borrower) securing payment of the Guarantor
Claims shall be and remain inferior and subordinate to any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets
(or assets of any Subsidiary of Borrower) securing payment of the Guaranteed
Obligations, regardless of whether such encumbrances in favor of Guarantor,
Administrative Agent or Lenders presently exist or are hereafter created or
attach.  Without the prior written
consent of Administrative Agent, Guarantor shall not (a) exercise or enforce
any creditor’s right it may have against Borrower or any Subsidiary of Borrower
or (b) foreclose, repossess, sequester or otherwise take steps or institute any
action or proceedings (judicial or otherwise, including without limitation the
commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any liens, mortgages,
deeds of trust, security interests, collateral rights, judgments or other
encumbrances on assets of Borrower or any Subsidiary of Borrower held by Guarantor.


ARTICLE VI



MISCELLANEOUS


6.1                               Waiver.   No
failure to exercise, and no delay in exercising, on the part of Administrative
Agent or any Lender, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right.  The rights of Administrative Agent and Lenders
hereunder shall be in addition to all other rights provided by law.  No modification or waiver of any provision of
this Guaranty, nor consent to departure therefrom, shall be effective unless in
writing and no such consent or waiver shall extend beyond the particular case
and purpose involved.  No notice or
demand given in any case shall constitute a waiver of the right to take other
action in the same, similar or other instances without such notice or demand.


6.2                               Notices.   Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopy, as follows:


(a)                                  if
to the Guarantor, to Centro The Glen, 235 Springvale Road, 3rd Floor, Glen Waverley, Victoria, 3150 Australia;
Attention:  General Counsel (Telecopy
No.:  (61-3) 9886 1234), with a
copy to Skadden, Arps, Slate, Meagher & Flom, LLP, Four Times Square, New
York, New York, 10036, Attention:  Harvey
Uris, Esq. (Telecopy No.: (212) 735-2000); and


(b)                                 if
to the Administrative Agent or BOA: Bank of America, N.A., Agency Management – East,
101 North Tryon Street, 15th Floor, NC1-001-15-14, Charlotte, NC 28255, Attention:  Kimberly D. Williams, Telecopy: (704)
409-0650 and Bank of America, N.A., 231 South LaSalle Street, 10th Floor,
Chicago, Illinois 60697, Attn:  Mark A.
Mokelke, Telecopy:(312) 974-4970


6.3                               Governing
Law, Submission to Jurisdiction, Waivers.


(a)                                  THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.  ANY LEGAL
SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT, ANY LENDER OR
GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE INSTITUTED IN ANY FEDERAL
OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND
ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE
GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
FROM ANY THEREOF AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT 











ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MATTER
PROVIDED BY LAW.


(b)                                 GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION
5.3.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


(c)                                  FOR THE PURPOSE OF PROCEEDINGS IN THE COURTS OF THE
STATE OF NEW YORK AND THE UNITED STATES COURTS FOR THE SOUTHERN DISTRICT OF NEW
YORK, IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN, GUARANTOR HEREBY
IRREVOCABLY DESIGNATES AS ITS AGENT FOR SERVICE OF PROCESS:


CT Corporation System

111 Eighth Avenue

New York, New York 10011


IN THE EVENT THAT SUCH AGENT OR ANY SUCCESSOR
SHALL CEASE TO BE LOCATED IN THE BOROUGH OF MANHATTAN, GUARANTOR SHALL PROMPTLY
AND IRREVOCABLY BEFORE THE RELOCATION OF SUCH AGENT FOR SERVICE OF PROCESS, IF
PRACTICABLE, OR PROMPTLY THEREAFTER DESIGNATE A SUCCESSOR AGENT, WHICH
SUCCESSOR AGENT SHALL BE LOCATED IN THE BOROUGH OF MANHATTAN, AND NOTIFY THE
AGENT THEREOF, TO ACCEPT ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS OR OTHER
DOCUMENTS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS
AND FURTHER AGREES THAT SERVICE UPON SUCH AGENT SHALL CONSTITUTE VALID AND
EFFECTIVE SERVICE UPON GUARANTOR AND THAT FAILURE OF ANY SUCH AGENT TO GIVE ANY
NOTICE OF SUCH SERVICE TO GUARANTOR SHALL NOT AFFECT THE VALIDITY OF SUCH
SERVICE OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED
THEREON.  GUARANTOR AGREES THAT SERVICE
OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS ON SUCH PERSON MAY ALSO BE
EFFECTED BY REGISTERED MAIL TO ITS ADDRESS AS SET FORTH IN SECTION 5.2.


(d)                                 EACH PARTY HERETO IRREVOCABLY AGREES THAT NOTHING
HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.


(e)                                  GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.


6.4                               [Reserved].


6.5                               Invalid
Provisions.   If any provision of this Guaranty is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term of this Guaranty, such provision shall be fully severable and
this Guaranty shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Guaranty, and the
remaining provisions of this Guaranty shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this 











Guaranty, unless such continued effectiveness
of this Guaranty, as modified, would be contrary to the basic understandings
and intentions of the parties as expressed herein.


6.6                               Amendments.   This Guaranty may be amended only by an instrument
in writing executed by the party or an authorized representative of the party
against whom such amendment is sought to be enforced.


6.7                               Parties
Bound; Assignment; Joint and Several.
 This Guaranty shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns and legal representatives; provided, however,
that Guarantor may not, without the prior written consent of Lenders, assign
any of its rights, powers, duties or obligations hereunder.  If Guarantor consists of more than one person
or party, the obligations and liabilities of each such person or party shall be
joint and several.


6.8                               Headings.   Section headings are for convenience of
reference only and shall in no way affect the interpretation of this Guaranty.


6.9                               Recitals.   The
recital and introductory paragraphs hereof are a part hereof, form a basis for
this Guaranty and shall be considered prima
facie evidence of the facts and documents referred to therein.


6.10                        Counterparts.   To
facilitate execution, this Guaranty may be executed in as many counterparts as
may be convenient or required.  It shall
not be necessary that the signature of, or on behalf of, each party, or that
the signature of all Persons required to bind any party, appear on each counterpart.  All counterparts shall collectively
constitute a single instrument.  It shall
not be necessary in making proof of this Guaranty to produce or account for
more than a single counterpart containing the respective signatures of, or on
behalf of, each of the parties hereto.  Any
signature page to any counterpart may be detached from such counterpart without
impairing the legal effect of the signatures thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional
signature pages.


6.11                        Rights
and Remedies.   If Guarantor becomes liable for any
indebtedness owing by Borrower to Lenders, by endorsement or otherwise, other
than under this Guaranty, such liability shall not be in any manner impaired or
affected hereby and the rights of Administrative Agent and Lenders hereunder
shall be cumulative of any and all other rights that Administrative Agent and
Lenders may ever have against Guarantor. 
The exercise by Administrative Agent and Lenders of any right or remedy
hereunder or under any other instrument, or at law or in equity, shall not
preclude the concurrent or subsequent exercise of any other right or remedy.


6.12                        Other
Defined Terms.   Any capitalized term utilized herein shall
have the meaning as specified in the Loan Agreement, unless such term is
otherwise specifically defined herein.


6.13                        Entirety.  THIS GUARANTY
EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR, ADMINISTRATIVE AGENT AND
LENDERS WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
HEREOF.  THIS GUARANTY IS INTENDED BY
GUARANTOR, ADMINISTRATIVE AGENT AND LENDERS AS A FINAL AND COMPLETE EXPRESSION
OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND
ADMINISTRATIVE AGENT AND/OR LENDERS, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT.  THERE ARE NO ORAL AGREEMENTS
BETWEEN GUARANTOR AND ADMINISTRATIVE AGENT AND/OR LENDERS.


6.14                        Waiver
of Right To Trial By Jury.  GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY 











RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT
THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY,
THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN
DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL
BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE.  ADMINISTRATIVE
AGENT AND LENDERS ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.


6.15                        Reinstatement
in Certain Circumstances.  If at
any time any payment of the principal of or interest under the Note or any
other amount payable by Borrower under the Loan Documents is rescinded or must
be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of Borrower or otherwise, Guarantor’s obligations hereunder with
respect to such payment shall be reinstated as though such payment has been due
but not made at such time.


6.16                        Recourse
Limitations.  Notwithstanding
anything to the contrary contained herein, in no event shall Lenders have any
recourse to any partner, shareholder, officer, director, employee or agent of
Guarantor for any liability of the Guaranteed Obligations or any
representations, warranties or other covenants made by Guarantor in this
Guaranty.


6.17                        Waiver
of Immunities.  To the extent
that Guarantor has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, Guarantor hereby irrevocably
waives such immunity in respect of its obligations under this Guaranty.  The foregoing waiver is intended to be
effective to the fullest extent now or hereafter permitted by applicable law.


6.18                        Judgment
Currency.  All payments made
under this Guaranty shall be made in United States Dollars (the “Agreement Currency”), and, if for any
reason any payment made hereunder is made in a currency (the “Other Currency”) other than the Agreement
Currency, then to the extent that the payment actually received by the Lenders
or the Agent, when converted into the Agreement Currency at the Rate of
Exchange (as defined below) on the date of payment (or, if conversion on such
date is not practicable, as soon thereafter as it is practicable for the
Lenders or the Agent to purchase the Agreement Currency) falls short of the
amount due under the terms of this Guaranty, Guarantor shall, as a separate and
independent obligation of Guarantor, indemnify the Lenders and the Agent and
hold the Lenders and the Agent harmless against the amount of such
shortfall.  As used in this Section
6.18, the term “Rate of Exchange”
means, to the fullest extent permitted by law, the rate at which, in accordance
with normal banking procedures, the Agent is able on the relevant date to
purchase the Agreement Currency with the Other Currency and shall include any
premiums and costs of exchange payable in connection with the purchase of or
conversion into, the Agreement Currency.


6.19                        Limitation
of Liability.  CPT provides this
Guaranty solely as responsible entity of the Trust and in no other
capacity.  Except in the case of breach
of trust disentitling it to indemnity out of the assets of the Trust, CPT will
not be liable under this Guaranty personally and its liability will be limited
to the extent to which it is entitled to indemnity out of the assets of the
Trust.


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]











EXECUTED as of the day
and year first above written.


	
  GUARANTOR:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed sealed
  and delivered by

  	
   

  
	
  CPT MANAGER
  LIMITED

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Elizabeth
  Hourigan

  	
   

  	
  /s/ Andrew Scott

  	
   

  
	
   

  	
   

  
	
  Secretary/Director

  	
  Director

  
	
   

  	
   

  
	
  Elizabeth
  Hourigan

  	
   

  	
  Andrew Scott

  	
   

  
	
   

  	
   

  
	
  Name (please
  print)

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed sealed
  and delivered by

  	
   

  
	
  CENTRO
  PROPERTIES LIMITED

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Elizabeth
  Hourigan

  	
   

  	
  /s/ Andrew Scott

  	
   

  
	
   

  	
   

  
	
  Secretary/Director

  	
  Director

  
	
   

  	
   

  
	
  Elizabeth
  Hourigan

  	
   

  	
  Andrew Scott

  	
   

  
	
   

  	
   

  
	
  Name (please
  print)

  	
  Name (please print)