Exhibit 10.1


 


Centro NP LLC

420 Lexington Avenue, 7th Floor

New York, New York 10170


 


As of September 26,
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 (A) the guarantors under that certain
Subsidiary Guarantor Guaranty, dated as of March 28, 2008, and (B) Australian
Public Trustees Limited, ABN 82095572482 (“APT”), as trustee of the DPF Sub
Trust No 2, as guarantor under that certain Guaranty Agreement (Payment), dated
as of May 7, 2008, in favor of the Administrative Agent, as agent for the
Lenders, 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 (other than APT)
and the Lender Parties (the “April Agreement”), (iii) Letter Agreement,
dated as of May 7, 2008, by and among the Borrower, the Guarantors (other than
APT) and the Lender Parties (the “May 7 Agreement”), and (iv) Letter
Agreement, dated as of May 30, 2008, by and among the Borrower, the Guarantors
(other than APT) and the Lender Parties (the “May 30 Agreement,” and
together with the March Agreement, the April Agreement and the May 7 Agreement,
the “Letter Agreements,” and together with the Initial Extension
Agreement, the “Extension Agreement”)


 

















 


Ladies and Gentlemen:


 


The
purpose of this letter agreement is to evidence the further extension of the
Maturity Date to December 15, 2008 and to set forth certain related
agreements of the parties hereto. 
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).


 


1.             Extension
of Maturity Date.  Section 1(a) of
the Initial Extension Agreement is hereby amended by replacing the words “September 30,
2008” therein with the words “December 15, 2008”.


 


2.             [Reserved.]


 


3.             Deferred
Amount.  Section 1(c) of
the Initial Extension Agreement (as amended, modified or supplemented by the
Letter Agreements) is hereby amended by replacing the words “September 30,
2008” therein with the words “December 15, 2008”.


 


4.             Subsequent
Budget.  From and after the date
hereof, for purposes of the Extension Agreement, the term “Subsequent Budget”
shall mean the operating budget with respect to the Super Entities covering the
period from October 1, 2008 through and including December 31, 2008
which (i) has been prepared in a manner consistent with historical
practices, (ii) has been approved by the Administrative Agent and the
other Lender Parties, and (iii) is attached hereto as Exhibit A.


 


5.             Asset
Sales.  Section 4(m) of the
Initial Extension Agreement (as amended, modified or supplemented by the Letter
Agreements) is hereby amended by replacing the words “September 30, 2008”
with the words “December 15, 2008” in each instance in which the same
appear in said section.


 


6.             Extension
of Liquidity Facility.  Concurrently
herewith, the term of the Liquidity Facility has been extended to December 15,
2008 in accordance with the terms of the Liquidity Facility Amendment (as
defined below).  From and after the date
hereof, for purposes of continued compliance with Section 6(a) of the
May 30 Agreement, parameter (iii) of the May 7 Agreement is
hereby amended by replacing “September 30, 2008” with “December 15,
2008”.


 


7.             Strategic
Plan Review.  Section 5(b) of
the May 7 Agreement is hereby amended by deleting therefrom the
following:  “(1) 4.1(h) (Strategic
Plan Review)”.


 


8.             Asset
Disposal and Proceeds Sharing Terms. 
The Asset Disposal and Proceeds Sharing Terms (i.e., Exhibit A to
the May 30 Agreement) are hereby amended and restated in their entirety as
set forth on Exhibit B attached hereto.


 


9.             Preston
Ridge Facility.  Concurrently
herewith, the parties to the Preston Ridge Loan Agreement have executed and
delivered an amendment to the Preston Ridge Loan Agreement (the “Preston Ridge Amendment”) evidencing the
extension of the term of the 


 


2

















 


Preston Ridge
Facility to December 15, 2008 and the increase of the Total Commitment
thereunder by $25,000,000 (the “Incremental Preston
Ridge Commitment”).  Each
reference to the Preston Ridge Facility contained in the Extension Agreement
shall hereafter be deemed to refer to the Preston Ridge Facility, as the
commitments under the same have been increased in accordance with the Preston
Ridge Amendment.


 


10.           Residual
2 Intercompany Note.  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, the execution and delivery by Super and
Centro Super Residual 2 LLC of a certain Second Amended and Restated Super LLC
Subordinated Intercompany Note (the “Second A&R Note”), in the
original principal amount of $26,500,000 (but under which $25,000,000 remains
outstanding), which amends and restates that certain Amended and Restated Super
LLC Subordinated Intercompany Note, dated as of February 1, 2008, between
such parties (which amended and restated note matures on September 30,
2008).  The Second A&R Note is being
executed solely to extend the maturity date of the loan evidenced thereby to December 15,
2008 and shall be in the form attached hereto as Exhibit C.


 


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, arising out of or in any way relating to (x) the
Loan Documents, the Extension Agreement or this letter agreement or (y) 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 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 letter agreements in respect of the Bridge Facility and the
KeyBank Facilities, respectively, each of which shall contain terms and
conditions substantially similar to this letter agreement (which, for the
avoidance of doubt, shall extend the maturity dates of the Bridge Facility and
the KeyBank Facilities to December 15, 2008) and shall be in form and
substance satisfactory to the Administrative Agent and the Lender Parties, (c) each
of the Australian Bank/Noteholder Group Lenders shall have executed and
delivered an agreement or agreements which shall, among other things,
acknowledge the extension of the Maturity Date as provided herein, and shall
otherwise be in form and substance satisfactory to the Administrative Agent and
the Lender Parties, (d) each of the obligors under the Preston Ridge Loan
Agreement shall have executed and delivered to the lenders thereunder the
Preston Ridge 


 


3

















 


Amendment, which
Preston Ridge Amendment shall be in form and substance satisfactory to the
Administrative Agent and the Lender Parties, (e) each of the Liquidity
Facility Borrowers and each of the lenders under the Liquidity Facility shall
have executed and delivered a certain Syndicated Facility Agreement – Liquidity
Facility Amendment Deed evidencing the extension of the term of the Liquidity
Facility to December 15, 2008 (the “Liquidity
Facility Amendment”), which Liquidity Facility shall be in form and
substance satisfactory to the Administrative Agent and the Lender Parties, (f) each
of the parties to the Headstock Security Trust Deed (and Bank of America, N.A.
(Sydney Branch)) shall have executed and delivered to the security trustee
thereunder a certain Headstock Security Trust Deed – Second Amendment Deed,
which Headstock Security Trust Deed – Second Amendment Deed shall be in form
and substance satisfactory to the Administrative Agent and the Lender Parties,
and (g) each of the parties to the Guarantor Security Trust Deed (and Bank
of America, N.A. (Sydney Branch)) shall have executed and delivered to the
security trustee thereunder a certain Guarantor Security Trust Deed – Second
Amendment Deed, which Guarantor Security Trust Deed – Second Amendment Deed
shall be in form and substance satisfactory to the Administrative Agent and 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 the execution and delivery of the documents
contemplated by clauses (b), (c), (d), (e), (f) and (g) of this
paragraph (the “Other September 26 Agreements”)
by the applicable Centro Entities and/or Super Entities party thereto and the
consummation of the transactions contemplated thereby.  Other than as set forth in this paragraph or
any other paragraph in this letter agreement or the Extension Agreement, the
Lender Parties have not consented to any matters that would otherwise
constitute a default under the Loan Documents and/or the Extension Agreement,
an Event of Default or a Trigger Event.


 


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 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). 
Nothing in the foregoing shall be deemed to be a reaffirmation by APT of
any representations and warranties made by or with respect to any Person under
the Extension Agreement other than such representations and warranties as were
made by or with respect to APT.


 


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, without limitation, (A) in the case of the
Guarantors other than the Initial Guarantors and APT, that certain Guaranty
Agreement (Payment), dated as of March 28, 2008, and (B) in the case
of APT, that certain Guaranty Agreement (Payment), dated as of May 7,
2008, in favor of the Administrative Agent, as agent for the Lenders) and
agrees that the transactions contemplated by this letter agreement shall not in
any way affect the validity and 


 


4

















 


enforceability of
such guaranty obligations or the Loan Documents or the applicable Guaranty or
reduce, impair or discharge their obligations thereunder.


 


15.           [Reserved.]


 


16.           [Reserved.]


 


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 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;


 


(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.


 


5

















 


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 September 26
Agreements and (b) 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 September 26
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 or 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.


 


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.


 


25.           Execution
by Australian Public Trustees Limited.  (a)  APT has entered into this letter
agreement solely in its capacity as the trustee of the DPF Sub Trust No 2 and
in no other capacity.  Subject to the
last sentence of this subparagraph (a), APT is not liable to pay or satisfy any
of its obligations under this letter agreement, and has no liability to the
Lender Parties under this letter agreement, except to the extent to which it is
indemnified out of the assets of the 


 


6

















 


DPF Sub Trust No 2 in respect of any
liability incurred by it.  If the assets
of the DPF Sub Trust No 2 are insufficient, the Lender Parties (subject to the
last sentence of this subparagraph (a)) may not seek to recover any shortfall
by bringing proceedings against APT personally and may not seek the appointment
of a liquidator, administrator, receiver or similar person to APT in any
liquidation, administration or arrangement of or affecting APT.  Subject to the last sentence of this
subparagraph (a), each Lender Party waives its rights and releases APT from any
personal liability whatsoever in respect of any loss or damage which cannot be
paid or satisfied out of the assets of the DPF Sub Trust No 2.  APT is liable personally and is not released
only to the extent that a liability under this letter agreement arises out of
APT’s own fraud, gross negligence, breach of trust or breach of duty which
disentitles it from any indemnity out of the assets of the DPF Sub Trust No 2
in relation to the relevant liability.


 


(b)           Notwithstanding any other provision
of this letter agreement, the liability of APT is limited by the provisions of
subparagraph (a) above.  In the
event of any inconsistency with any other provision of this letter agreement,
this paragraph governs and controls.


 


 [Signature Pages Follow]


 


7

















 


Very truly yours,


 


 


	
  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 of 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/ Graham Goldie

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Graham Goldie

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Company Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CPT
  MANAGER LIMITED, as Responsible Entity of 

  the Centro Property Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Graham Goldie

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Graham Goldie

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Director

  
						



 

















 


	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Company Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
						



 

















 


	
   

  	
   

  	
  AUSTRALIAN
  PUBLIC TRUSTEES LIMITED, as 

  trustee of the DPF Sub Trust No 2

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Darren Olney-Fraser

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Darren Olney-Fraser

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael Beer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Michael Beer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
    Director

  



 

















 


CONSENTED
AND AGREED TO THIS        DAY OF SEPTEMBER, 2008:


 


BANK
OF AMERICA, N.A.


 


 


	
  By:

  	
  /s/ Michael W. Edwards

  	
   

  
	
   

  	
  Name:
  Michael W. Edwards

  	
   

  
	
   

  	
  Title:
    Senior Vice President