Use these links to rapidly review the documentTABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                to


Commission File Number 1-12244

CENTRO NP LLC(Exact Name of Registrant as Specified in Its Charter)

Maryland(State of Incorporation)

420 Lexington Avenue
New York, NY 10170(Address of Principal Executive Offices) (Zip Code)

64-0955724(I.R.S. Employer
Identification Number)

(212) 869-3000(Registrant's Telephone Number, Including Area Code)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934. Yes ý    No o

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. YES o    NO ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer ý

Smaller Reporting Company o


Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the Registrant's voting interests held by non-affiliates on June 30, 2008 was $0. Super LLC owns all of the
membership interests of the Registrant as of April 20, 2007.

The
registrant does not have common stock.



---





Table of Contents



TABLE OF CONTENTS



PagePART IItem 1.

Business

4Item 1A.

Risk Factors

14Item 1B.

Unresolved Staff Comments

22Item 2.

Properties

23Item 3.

Legal Proceedings

25Item 4.

Submission of Matters to a Vote of Security Holders

25PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities

26Item 6.

Selected Financial Data

27Item 7.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

28Item 7A.

Quantitative and Qualitative Disclosures About Market
Risk

53Item 8.

Financial Statements and Supplementary
Data

53Item 9.

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

53Item 9A.

Controls and Procedures

54Item 9B.

Other Information

54PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

55Item 11.

Executive Compensation

56Item 12.

Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

71Item 13.

Certain Relationships and Related Transactions, and Director
Independence

72Item 14.

Principal Accountant Fees and Services

74PART IVItem 15.

Exhibits and Financial Statement
Schedules

76


2

---





Table of Contents

PART I        Forward-Looking Statements

This Annual Report on Form 10-K, together with other statements and information publicly disseminated by Centro
NP LLC (as successor by merger and liquidation to New Plan Excel Realty Trust, Inc.) ("we"), contains certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based on assumptions and expectations which may not be
realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual
results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the
forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:



We
undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

3

---



Table of Contents

Item 1.Business

General

We are an owner and operator of community and neighborhood shopping centers in the United States. As of December 31, 2008, we
owned interests in 203 properties in 28 states, including 202 wholly-owned properties and one property held through a consolidated joint venture (collectively, our "Consolidated Portfolio"), as well
as 257 properties held through unconsolidated joint ventures. The 460 properties include 445 community and neighborhood shopping centers with approximately 71.2 million square feet of gross
leasable area ("GLA"), and 15 related retail assets with approximately 1.3 million square feet of GLA. Our Consolidated Portfolio includes 197 community and neighborhood shopping centers with
approximately 30.0 million square feet of GLA. At December 31, 2008, the GLA for our Consolidated Portfolio was approximately 86% leased and the GLA for our total portfolio, including
our pro rata share of joint venture properties, was approximately 90% leased.

Our
predecessor, New Plan Excel Realty Trust, Inc. ("New Plan" or our "predecessor"), was a self-administered and self-managed equity real estate
investment trust. On February 27, 2007, New Plan and Excel Realty Partners, L.P., a Delaware limited partnership in which New Plan, through a wholly owned subsidiary, was the general
partner, entered into an Agreement and Plan of Merger (the "Merger Agreement") with us, Super MergerSub Inc. ("MergerSub"), and Super DownREIT MergerSub LLC (together with us and
MergerSub, the "Buyer Parties"). Pursuant to the Merger Agreement, MergerSub commenced and completed a tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.01
per share ("Common Stock"), of New Plan. On April 20, 2007, New Plan and the Buyer Parties completed the other transactions contemplated by the Merger Agreement, pursuant to which, among other
things, MergerSub merged with and into New Plan (the "Merger"), with New Plan surviving the Merger, and in connection therewith, Super DownREIT Acquisition L.P. ("DownREIT Acquisition") merged
with and into Excel Realty Partners, L.P. (the "DownREIT Partnership"), with the DownREIT Partnership continuing as the surviving limited partnership (the "DownREIT Merger," and together with
the Merger, the "Mergers"). As a result of the Merger, New Plan became a wholly owned subsidiary of ours and any stockholder who held shares of Common Stock prior to the Merger ceased to be a
stockholder effective as of the Merger.

On
April 20, 2007, immediately following the Merger, New Plan, as the surviving corporation of the Merger, was liquidated (the "Liquidation"), and in connection with the
Liquidation, (a) all of New Plan's assets were transferred to us and we assumed all of its liabilities, (b) all outstanding shares of preferred stock of New Plan were automatically
converted into, and cancelled in exchange for the right to receive, cash liquidating distributions in accordance with their terms, and (c) all shares of Common Stock of New Plan were cancelled.
As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 pursuant to which it terminated its reporting obligations under
the Exchange Act, with respect to its Common Stock and 7.625% Series E Cumulative Redeemable Preferred Stock.

Immediately
following the Merger and the Liquidation, our employees became employees of Centro US Management Joint Venture 2, LP (formerly known as Centro Watt Management Joint
Venture 2, L.P. and referred to in this report as the "Management Joint Venture"). The distribution occurred in order to comply with certain tax restrictions applicable to our ultimate equity
owners and to permit such employees to serve management functions at other properties controlled by our affiliates. Following this distribution, Centro Super Management Joint Venture 2, LLC, a
wholly-owned, indirect subsidiary of the Management Joint Venture (the "Company Management Joint Venture"), managed our properties, although during a transition period, certain of our subsidiaries
continued to provide payroll, benefit and other transition services with respect to our former employees. Such transition services continued through April 30, 2008. Contracts memorializing the
management services

4

---



Table of Contents

arrangements
under which we were operating were entered into on March 28, 2008 in connection with an amendment to our revolving credit facility.

Although
our employees were employed by the Management Joint Venture shortly following the Merger and Liquidation, for the period from the merger date to April 30, 2008, we
continued to incur all costs relating to the payroll and benefits of their employees employed by the Management Joint Venture as well as incurring other transition services while the Management Joint
Venture finalized arrangements to replicate such functions.

As
we continued to provide services on a transitionary basis through April 30, 2008, for accounting purposes, the Distribution, Contribution and Assignment Agreement (the
"Distribution Agreement") entered into by us, Super LLC, the Management Joint Venture, Centro US Employment Company, LLC and Centro New Plan, Inc (a member of Super LLC) dated
March 28, 2008, has not been reflected during the period to April 30, 2008. The distribution has been reflected in the consolidated financial statements covered in this report as of
May 1, 2008. As a result, certain assets and liabilities have been distributed out as of May 1, 2008. The significant assets and liabilities that were distributed in relation to the
Distribution Agreement (the "Service Business Transfer") were goodwill, furniture and fittings, and employee benefits related accruals/reserves. The Service Business Transfer did not involve the
transfer of the assets and property management rights relating to the management of properties owned by the unconsolidated ventures. However, the property management rights relating to the management
of properties owned by the unconsolidated joint ventures were subcontracted to the Company Management Joint Venture. The total net assets distributed as part of the Service Business Transfer were
$221.9 million.

In
connection with the Mergers, we, New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture (as defined below)) and U.S.
Bank Trust National Association, as trustee (the "Trustee") entered into supplemental indentures (the "Supplemental Indentures"), each dated as of April 20, 2007, to (i) the Indenture
dated as of March 29, 1995 (the "1995 Indenture"), by and between New Plan (as successor to New Plan Realty Trust) and the Trustee (as successor to State Street Bank and Trust Company, as
successor to The First National Bank of Boston), (ii) the Indenture dated as of February 3, 1999 (the "1999 Indenture"), by and among New Plan, New Plan Realty Trust, as guarantor, and
the Trustee (as successor to State Street Bank and Trust Company), and (iii) the Indenture dated as of January 30, 2004 (the "2004 Indenture," and collectively
with the 1995 Indenture and the 1999 Indenture, the "Indentures"), by and between New Plan and the Trustee. The Supplemental Indentures each provided for us to assume all of the obligations of New
Plan under each of the Indentures, effective upon consummation of the Merger.

As
the successor obligor to New Plan's unsecured senior notes, we intend to continue to file with the SEC any annual reports, quarterly reports and other documents that it is required to
file with the SEC pursuant to the Indentures governing the unsecured senior notes.

We
are a Maryland limited liability company and maintain our principal executive offices at 420 Lexington Avenue, New York, New York 10170, where our telephone number is
(212) 869-3000.

Recent Developments



On December 15, 2008, we entered into a letter agreement (the "December 2008 Facility Extension Agreement") modifying and
waiving various provisions of the $350.0 million unsecured revolving credit facility (of which there is an outstanding balance of $306.5 million as of December 31, 2008) we
entered into on July 31, 2007, with Bank of America N.A., as administrative agent (as amended, the "Amended July 2007 Facility"). The December 2008 Facility Extension Agreement, among other
things, extended the maturity date of the Amended July 2007 Facility to January 15, 2009.

5

---



Table of Contents

On
January 15, 2009, we entered into a Supplement to the Amended July 2007 Facility (the "Supplement to the Amended July 2007 Facility") modifying certain terms and conditions of
the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered into by us with Bank of America, as administrative agent, on February 14, 2008,
March 28, 2008,
May 7, 2008, May 30, 2008, September 26, 2008, and the December 2008 Facility Extension Agreement. The Supplement to the Amended July 2007 Facility was entered into in conjunction
with amendments to other debt agreements of our affiliates, which are also discussed below.

Material
modifications to the Amended July 2007 Facility include:



In
addition to the foregoing modifications, the Supplement to the Amended July 2007 Facility contains representations, warranties and covenants customary for financings of this type. We
have also agreed to put in place an interest rate cap with respect to the debt under the Amended July 2007 Facility. A full description of the Amended July 2007 Facility can be found under the section
"Description of the Amended July 2007 Facility."



On December 15, 2008, Super LLC, our sole and managing member, entered into a letter agreement (the "Prior Super Bridge
Loan December 2008 Extension Agreement") modifying and waiving various provisions of the amended and restated loan agreement it entered into on August 1, 2007, with JPMorgan Chase Bank, N.A.,
as administrative agent, for an approximate amount of $2.6 billion (the "Prior Super Bridge Loan"). The Prior Super Bridge Loan December 2008 Extension

6

---



Table of Contents

Agreement,
among other things, extended the maturity date of the Prior Super Bridge Loan to January 15, 2009. As of December 31, 2008, the approximate outstanding balance of the Prior
Super Bridge Loan was $1.9 billion.

On
January 15, 2009, Super LLC entered into a second amended and restated loan agreement with JPMorgan Chase Bank, N.A., as administrative agent, amending and restating the
Prior Super Bridge Loan with an approximate outstanding balance of $1.9 billion (the "Super Bridge Loan"). Proceeds from distributions from the Residual Joint Venture (as described below), that
were funded with borrowings from the Residual Credit Facility (as described below) were used to repay $133.5 million of the outstanding balance under the Super Bridge Loan leaving an
approximate outstanding balance of $1.75 billion. The maturity date has been extended to December 31, 2010 and the applicable margin of 1.75% remains unchanged from the previously
negotiated applicable margin under the Prior Super Bridge Loan. We are not an obligor under the Super Bridge Loan but the Amended July 2007 Facility will cross-default upon any default of the Super
Bridge Loan.



BPR Shopping Center, LLC ("BPR LLC") is a subsidiary of Centro NP Residual Holding LLC (the "Residual Joint
Venture"), which is a joint venture between us and Super LLC whereby we own 49% of the non-managing member interest in the Residual Joint Venture and Super LLC owns 51% of
the managing member interest in the Residual Joint Venture. On January 15, 2009, BPR LLC entered into an amended and restated loan agreement (the "Amended and Restated Preston Ridge
Facility") with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, which amended and restated the $105.0 million credit facility entered into by
BPR LLC on February 14, 2008, with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto. The Amended and Restated Preston Ridge Facility, among other
things, extended the maturity date to December 31, 2010. The applicable margin under the Amended and Restated Preston Ridge Facility remained unchanged. The Amended and Restated Preston Ridge
Facility has an outstanding balance of $105.0 million and no additional amounts may be drawn. The Amended July 2007 Facility will cross-default upon any default of the Amended and Restated
Preston Ridge Facility.



On January 15, 2009, certain subsidiaries of the Residual Joint Venture entered into a credit facility (the "Residual Credit
Facility") with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, pursuant to which they may borrow up to $370.0 million. The Residual Credit Facility is
collateralized by properties that were contributed by us and now owned by the borrowers under the Residual Credit Facility and certain other subsidiaries of the Residual Joint Venture and has a
maturity date of December 31, 2010. The Residual Credit Facility is guaranteed by Super LLC, the Residual Joint Venture and Centro NP Residual Holding Sub 1, LLC, a subsidiary of
the Residual Joint Venture and the 100% owner of each of the borrowers under the Residual Credit Facility. An initial draw on the Residual Credit Facility in the amount of approximately
$150.0 million was used for the repayment of a portion of the Super Bridge Loan, the payment of the
DownREIT Partnership Redemption Obligation (as described below) and the payment of the Secured Term Loan Payments (as described below). The remaining proceeds of the Residual Credit Facility may be
used for development and redevelopment of certain properties, the payment of certain maturing debt and general corporate cash needs. However, we do not control the Residual Joint Venture and cannot
cause the Residual Joint Venture to make a draw under the Residual Credit Facility or to distribute the proceeds therefrom. A full description of the Residual Credit Facility can be found under
"Description of the Residual Credit Facility." Further discussion of the contribution of our assets to the Residual Joint Venture can be found under "Residual Joint Venture."

7

---



Table of Contents



Following receipt of redemption notices from twelve limited partners, the DownREIT Partnership entered into agreements (the "ERP
Redemption Agreements") in June 2008 with the twelve limited partners with respect to the redemption of each such limited partner's outstanding Class A Preferred Units for an aggregate amount
of $44.9 million of which $9.4 million remained outstanding as of December 31, 2008 (the "DownREIT Partnership Redemption Obligation"). On August 29, 2008, one of the
limited partners party to an ERP Redemption Agreement entered into an agreement with the DownREIT Partnership revoking the redemption of its then outstanding remaining Class A Preferred Units
and electing to retain such units. On September 12, 2008, November 25, 2008 and December 12, 2008, the DownREIT Partnership entered into amendments to the ERP Redemption
Agreements with the remaining eleven limited partners who had elected to redeem their Class A Preferred Units which provided for, among other things, an extension of the redemption date of the
DownREIT Partnership Redemption Obligation ultimately to January 15, 2009. Additionally, on November 11, 2008, another Class A Preferred Unit Holder (separate to the previously
discussed twelve limited partners that had made a redemption election) elected to redeem substantially all of its Class A Preferred Units. Such units were redeemed in exchange for the fee
interest in a property. As of December 31, 2008, no other limited partners with Class A Preferred Units have made a redemption election. Such redemption election may be made at any time
and we are required to make such redemption on the second to last business day of the quarter in which such election is made, provided that we receive the redemption election at least ten business
days prior to such date.

On
January 15, 2009, we paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture and an equity contribution
from Super LLC that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT Partnership Redemption Obligation is shown as a liability of
"Redemption Rights" in the balance sheet.



Secured term loan payments in the aggregate amount of $9.4 million (the "Secured Term Loan Payments") were due to be paid on
November 6, 2008, by CA New Plan Venture Fund, LLC, CA New Plan Venture Fund Texas I, L.P., CA New Plan Acquisition Fund, LLC, CA New Plan Acquisition Fund
Louisiana, LLC, CA New Plan Venture Direct Investment Fund, LLC and CA New Plan DIF Texas I, L.P. (collectively, the "CA New Plan Entities") in connection with three loan
agreements entered into in connection with the acquisition of ownership interest in CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund LLC, and CA New Plan Direct Investment
Fund, LLC in November 2007. The CA New Plan Entities entered into amendments on November 5, 2008, December 15, 2008, and January 15, 2009 to their respective loan
agreements with Bank of America, N.A. ("Bank of America"), the lender under such loans, extending the payment dates for the $9.4 million due from November 6, 2008 to within five business
days of January 15, 2009 in order to permit the Company and Bank of America to discuss global resolutions of such debt together with the other Bank of America debt that came due on
January 15, 2009. Proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC that were funded with borrowings from the Residual Credit
Facility were used to pay the secured term loan payments on January 23, 2009. The amendments also extended the maturity dates of the three loan agreements to December 31, 2010.



On February 17, 2009, we commenced a cash tender offer (the "Tender Offer") pursuant to which we offered to purchase any or all
of our 7.40% Senior Notes due September 2009 (the "2009 Notes"). The outstanding principal on the 2009 Notes was $150.0 million as of December 31, 2008. Holders who

8

---



Table of Contents

validly
tendered and did not validly withdraw their 2009 Notes on or prior to 5:00 p.m., New York City time, on Friday, April 3, 2009 (the "Expiration Date") are eligible to receive
$930.00 per $1,000 principal amount of 2009 Notes (the "Tender Consideration"). The deadline for the Tender Offer was initially set to expire on Monday, March 23, 2009, but was subsequently
extended to the Expiration Date. Holders of 2009 Notes who validly tender, and do not validly withdraw, their 2009 Notes before the Expiration Date will also receive accrued and unpaid interest on
their 2009 Notes purchased pursuant to the Tender Offer from the last interest payment date to, but not including the payment date for the 2009 Notes purchased in the Tender Offer, which will occur on
April 8, 2009. The 2009 Notes purchased pursuant to the Tender Offer will be cancelled and retired. It is anticipated that proceeds from a distribution from the Residual Joint Venture and an
equity contribution from Super LLC funded from the Residual Credit Facility will be used to pay the bondholders under the Tender Offer.



On February 27, 2009, Glenn Rufrano relinquished his positions as Chief Executive Officer and President of the Company but
retained his position as Chief Executive Officer of Centro Properties Group which is one of our ultimate parent entities. We have appointed Michael Carroll to fill Mr. Rufrano's previous
positions as Chief Executive Officer and President of the Company, effective February 27, 2009. Mr. Carroll previously served as Executive Vice President and Chief Operating Officer of
the Company since April 20, 2007.

Focused Product Strategy

Our strategy is to own a quality portfolio of commercial retail properties, primarily community and neighborhood shopping centers,
which will provide stable cash flow. We seek to implement this strategy by:



By
focusing our portfolio primarily on community and neighborhood shopping centers with anchors and other tenants providing "everyday necessities," we believe that our risk due to
economic cycles is minimized.

Our
ownership interests in real estate consist of our Consolidated Portfolio, which includes wholly-owned properties and properties consolidated in accordance with the provisions of
Financial Accounting Standards Board Interpretation No. 46,Consolidation of Variable Interest Entities("FIN 46") or in accordance with
the provisions of Emerging Issues Task Force ("EITF") Issue No. 04-5,Determining Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights("EITF 04-5"), and our unconsolidated joint venture portfolio, which
includes properties owned by joint ventures in which we have an economic interest. Over time, we have entered into various strategic joint ventures with institutional investors and other partners to
generate capital sources for redevelopment, new development and acquisitions, as well as to proactively create an opportunity to earn fees for property

9

---



Table of Contents

management,
leasing and other related services. We, together with our joint venture partners, apply similar operating, investing and capital strategies to the portfolios owned by our joint ventures as
we do with respect to our Consolidated Portfolio.

Aggressive Management

We have entered into property management agreements with the Management Joint Venture, which we refer to as our property manager. Our
property manager provides fully integrated property management and leasing for our properties as well as redevelopment and development management services. Our property manager proactively manages our
properties, with an emphasis on maintaining high occupancy rates and a strong base of nationally and regionally recognized anchor tenants, as well as local specialty tenants, that generate substantial
daily traffic. In order to support these efforts, our property manager has eight regional offices and multiple satellite field offices throughout the country, each of which is responsible for managing
the leasing, property management and maintenance of properties in its area. Our property manager regularly monitors the
physical condition of our properties and the financial condition of our tenants. We, and our property manager, remain focused on enhancing our collective property management skills and internal
capabilities, systems and infrastructure.

In
conjunction with our property manager, we seek to increase the cash flow and portfolio value of our existing properties primarily through contractual rent increases during the lease
term, re-letting of existing space at increased rents, expansion and redevelopment of existing properties, development of undeveloped outparcels and the minimization of overhead and
operating costs.

Redevelopment and Outparcel Development of Properties

During 2008, we completed eight redevelopment projects in our Consolidated Portfolio, the aggregate cost of which, including costs
incurred in prior years on these projects, was approximately $18.6 million. Our current redevelopment pipeline in our Consolidated Portfolio is comprised of 13 projects, the aggregate cost of
which, including costs incurred in prior years on these projects, is expected to be approximately $161.4 million. In addition, we develop outparcels of properties in our Consolidated Portfolio
and during the year ended December 31, 2008, we completed one outparcel development project, the aggregate cost of which, including costs incurred in prior years on the project, was
approximately $5.6 million. Currently, there are no outparcel developments in the pipeline in our Consolidated Portfolio. In connection with the Supplement to the Amended July 2007 Facility, we
are no longer permitted to make draws under our Amended July 2007 Facility, and are limited to financing any development and redevelopment costs from distributions received from the Residual Joint
Venture and equity contribution from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. However, we do not control the Residual Joint
Venture and cannot cause the Residual Joint Venture to make a draw under the Residual Credit Facility or to distribute the proceeds therefrom. We also are limited by the terms of the Residual Credit
Facility as to how much we are able to borrow in connection with such redevelopment and outparcel development of properties. If we are unable to negotiate additional capacity under the Residual Credit
Facility, negotiate other liquidity facilities or negotiate the ability to incur additional indebtedness, we may be unable to finance the balance of these obligations following exhaustion of the
Residual Credit Facility.

New Development of Properties

We selectively entered into new development opportunities. These projects were driven by tenant demand, and as such, we generally have
a lease executed with the anchor tenant prior to investing substantial capital. Such activity enhances our relationships with our anchor tenants by demonstrating our ability to serve their growth
needs. Currently we are only
completing our current new development opportunities and are not seeking out new development opportunities.

10

---



Table of Contents

Our
current new development pipeline in our Consolidated Portfolio is comprised of two projects, the aggregate cost of which, including costs incurred in prior years on these projects,
is expected to be approximately $74.5 million. In connection with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007
Facility, and are limited to financing any development and redevelopment costs from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are
funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in
connection with such development costs. If we are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur
additional indebtedness, we may be unable to finance the balance of these obligations following exhaustion of the Residual Credit Facility.

Under
certain agreements governing our joint venture investments, our joint ventures may make capital calls upon the joint venture members or partners to fund certain costs of operation.
In connection with the Supplement to the Amendment July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility, and are limited to financing any development and
redevelopment costs from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are funded with borrowings from the Residual Credit Facility and
certain asset sale proceeds. If we are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur additional
indebtedness, we may be unable to finance any obligations following exhaustion of the Residual Credit Facility.

Acquisition of Properties

During the period from April 5, 2007 through December 31, 2007, we acquired land immediately adjacent to a property owned
by us (Land at Victory Square), the remaining 75% interest in a shopping center in which we owned the other 25% (The Centre at Preston Ridge which was subsequently transferred to the Residual Joint
Venture in March 2008) and one land parcel. We also acquired the remaining 90% interests in real estate assets of three of our joint ventures in which we owned the other 10% of each real estate asset
through the joint ventures (CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund, LLC and CA New Plan Direct Investment Fund, LLC) in November 2007. Combined, these
joint ventures owned a total of 18 properties. During the period from January 1, 2007 through April 4, 2007, our predecessor acquired one shopping center (Stewart Plaza) and one land
parcel. The acquisitions were completed in separate transactions during
2007 for an aggregate purchase price of approximately $398.0 million and were comprised of properties located within our existing regional concentrations. During 2008, we did not acquire any
additional properties. Until such time as we are able to put in place an appropriate liquidity facility or raise additional capital, we do not presently have the means to acquire additional properties
in our Consolidated Portfolio.

During
2008, we expanded our joint venture portfolios by acquiring, together with our joint venture partners, three properties for an aggregate purchase price of approximately
$40.8 million. Until such time as we are able to raise additional capital, we do not presently have the means to acquire additional properties in our consolidated or joint venture portfolios.

Disposition of Properties

We generally hold our properties for investment and the production of rental income and not for sale to customers or other buyers in
the ordinary course of our business. However, to maximize value, our property manager continually analyzes each asset in our portfolio and identifies those properties that can be sold or exchanged in
light of prevailing market conditions and the particular characteristics of each property. Through this strategy, we seek to continually update our core property portfolio by disposing of properties
that have limited growth potential or are not a strategic fit within our overall portfolio. We also consider our liquidity needs in determining whether dispositions may be warranted.

11

---



Table of Contents

Based
on our currently budgeted liquidity needs, we may need to dispose of certain assets to fund our operations. In addition, we may engage from time to time in like-kind property
exchanges, which allow us to dispose of properties and redeploy proceeds in a tax efficient manner.

Residual Joint Venture

In August 2007, we formed the Residual Joint Venture with Super LLC, our sole and managing member. Through a number of
contributions and distributions, we contributed 49% of our interest in certain subsidiaries, owning 74 real properties with an approximate value of $1.8 billion, to the Residual Joint Venture.
We distributed the remaining 51% of our interest in the transferred entities to Super LLC, and Super LLC contributed such interest in the transferred entities to the Residual Joint
Venture. Following these transactions, we owned 49% of the non-managing interest in the Residual Joint Venture, and Super LLC owned 51% of the managing member interest in the
Residual Joint Venture. Also in November 2007, Super LLC
contributed its interest in certain subsidiaries, owning 39 real properties with an approximate value of $385.0 million, to the Residual Joint Venture. Immediately following such contribution,
Super LLC contributed a percentage of membership interests in the Residual Joint Venture such that we continued to own 49% of the non-managing interest in the Residual Joint
Venture, and Super LLC continued to own 51% of the managing member interest in the Residual Joint Venture.

On
January 15, 2009, we executed a contribution, distribution and assignment agreement (the "January 2009 Contribution Agreement") together with Super LLC, the Residual
Joint Venture and Centro NP Residual Holding Sub 1, LLC, and certain of our wholly-owned subsidiaries. Pursuant to the January 2009 Contribution Agreement, we contributed 49% of our interest in
certain subsidiaries owning 48 real properties with an approximate fair market value of $513.4 million to the Residual Joint Venture. We distributed 51% of our interest in the transferred
entities to Super LLC, and Super LLC contributed such interest in the transferred entities to the Residual Joint Venture. The Residual Joint Venture then contributed its interest in the
transferred entities to Centro NP Residual Holding Sub 1, LLC. Following these transactions, we continued to own 49% of the non-managing interest in the Residual Joint Venture, and
Super LLC continued to own 51% of the managing member interest in the Residual Joint Venture.

Portfolio Diversification

We seek to reduce risk through diversification achieved by the geographic distribution of our properties, the breadth of our tenant
base and the balanced mix of both community and neighborhood shopping centers. As a result, the largest shopping center in our Consolidated Portfolio, as a percent of our total Consolidated Portfolio
annualized base rent ("ABR"), is just 2.8% of our total Consolidated Portfolio ABR and the ten largest tenants in our Consolidated Portfolio account for 19.0% of our total Consolidated Portfolio ABR.
Our properties are strategically located across 28 states. By owning both community shopping centers and neighborhood shopping centers we are able to offer convenience shopping for the
day-to-day needs of consumers, as well as a broad range of general merchandise.

Competition

We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete (through our property
manager) with a number of other companies in providing leases to prospective tenants and in re-letting space to current tenants upon expiration of their respective leases. If our tenants
decide not to renew or extend their leases upon expiration, we may not be able to re-let the space. Even if the tenants do renew or we can re-let the space, the terms of
renewal or re-letting, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for the
space. We believe that the principal competitive factors in attracting tenants in our market areas are location, price, co-tenants

12

---



Table of Contents

and
physical conditions of our properties. In this regard, our property manager proactively manages and, where and when appropriate, redevelops and upgrades, our properties, with an emphasis on
maintaining high occupancy rates and a strong base of nationally and regionally recognized anchor tenants, as well as local specialty tenants, that generate substantial daily traffic. In addition, we
believe that the breadth of our national portfolio of properties, and the local knowledge and market intelligence of our regional operating system, make us attractive to national, regional and local
retailers.

Environmental Exposure

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the
operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the
disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous
substances released on or in our property or disposed of by us, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries
to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and
neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline facilities. These operations could potentially result in
environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly
remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.

We
are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and
trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline facilities). We also
are aware that asbestos-containing materials exist at some of our properties. While we do not expect the environmental conditions at our properties, considered as a whole, to have a material adverse
effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material
environmental conditions, that any prior owner of the properties did not create a material environmental condition not known to us or that a material environmental condition does not otherwise exist
with respect to any of our properties.

Employees

As of December 31, 2008, we had no employees. Our operations are managed by the Management Joint Venture.

Available Information

We have previously filed periodic reports and other documents with the SEC. Any document we file may be inspected, without charge, at
the SEC's public reference room at 100 F Street, N.E. Washington, D.C. 20549 or at the SEC's internet site address athttp://www.sec.gov.
Information related to the operation of the SEC's public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

13

---





Table of Contents

Financial Information about Industry Segments

Our principal business is the ownership and development of community and neighborhood shopping centers. We do not distinguish or group
our operations on a geographical basis when measuring performance. All operations are within the United States and no tenant accounts for more than 10% of total revenue. Accordingly, we believe we
have a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States. See the Consolidated Financial Statements and Notes thereto
included in Item 8 of this Annual Report on Form 10-K for certain information required by Item 1.

Item 1A.Risk Factors

Overview

Set forth below are the risks that we believe are material to investors who purchase or own our securities that are not otherwise
described in this Annual Report on Form 10-K. The occurrence of any of the following factors or circumstances could adversely affect our cash flows, financial condition, results of
operations and/or our ability to meet our operating expenses, including debt service and capital expenditure obligations, any or all of which could in turn cause a decline in the value of our
securities.

We have substantial short-term liquidity obligations consisting primarily of short-term indebtedness, which we may be unable to refinance on favorable terms or at
all.During 2009, we have an aggregate of $188.5 million of mortgage debt, notes payable and credit facilities scheduled to mature, $19.3 million of
scheduled mortgage amortization payments and a $9.4 million required loan paydown. If principal payments on debt due at maturity cannot be refinanced, extended or paid, we will be in default
under our debt obligations, and we may be forced to dispose of properties on disadvantageous terms. Such defaults may in turn cause cross defaults in certain of our or our affiliates' other debt
obligations.

In
addition, because we are no longer permitted to make draws under our Amended July 2007 Facility and because of the restrictions imposed on us by the Amended July 2007 Facility, the
Super Bridge Loan, the Residual Credit Facility and the Indentures, we may not be able to repay or refinance short-term debt obligations that comes due. Until such time as we are able to
incur additional indebtedness, put in place an appropriate liquidity facility, raise additional capital or receive distributions from the Residual Joint Venture and/or contributions from our parent,
we may be unable to refinance our short-term debt obligations on favorable terms or at all. Also, due to financial constraints of our ultimate Australian parents, it is unlikely that they
will be able to make additional equity contributions to alleviate any short-term liquidity issues we may encounter.

In
connection with our refinancing difficulties, our credit ratings are all below investment grade. Standard & Poor's current rating is CCC+; CreditWatch with developing
implications. Fitch's current ratings is CCC; rating watch negative. Moody's current rating is Caa1 and under review for possible downgrade. There may be additional reductions in our ratings depending
on our operating performance and our ability to refinance the Amended July 2007 Facility.

Furthermore,
under certain agreements governing our joint venture investments, our joint ventures may make capital calls upon the joint venture members or partners to fund certain costs
of operation. Capital calls by a joint venture could increase our short-term liquidity obligations. If we are unable to satisfy our obligations pursuant to a capital call, we will be in
breach of the agreement governing the particular joint venture.

We may need to dispose of a number of properties in order to meet our currently budgeted liquidity needs.Based on our currently
budgeted liquidity
needs, we may need to dispose of certain assets to fund our operations. Because we are no longer permitted to make draws under our Amended July 2007 Facility and because of the restrictions imposed on
us by the Amended July 2007 Facility, the Super Bridge

14

---



Table of Contents

Loan,
the Residual Credit Facility and the Indentures which, among other things, prohibit us from incurring additional indebtedness, if we are unable to complete such asset sales, we may not be able
to meet our liquidity needs. In addition, due to certain repayment obligations under the Amended July 2007 Facility, proceeds from the disposition of properties may not be available to meet other
liquidity needs.

Recent disruptions in the financial markets could affect our ability to obtain financing or renegotiate our existing indebtedness on reasonable terms and may have other adverse
effects
on us.Recent events in the financial markets have had an adverse impact on the credit markets and, as a result, credit has become more expensive and difficult to
obtain. The United States credit markets have recently experienced significant price volatility, dislocations and liquidity disruptions, which have caused the spreads on prospective debt financings to
widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases have resulted in the
unavailability of certain types of financing. The negative impact on the tightening of the credit markets may have a material adverse effect on us resulting from, but not limited to, an inability to
refinance our short-term and long-term debt obligations on favorable terms, if at all, increased financing costs or financing with increasingly restrictive covenants. In
addition, these factors may make it more difficult for us to renegotiate our existing indebtedness or to sell properties or may adversely affect the price we receive for properties that we do sell, as
prospective buyers may experience increased costs of financing or difficulties in obtaining financing. The negative impact of the recent disruptions in the credit markets on the real estate sector
generally or our inability to obtain financing on favorable terms, if at all, may have a material adverse effect on our results of operations and business.

Cross-default provisions in our borrowing arrangements increase the consequences of a default.The Amended July 2007 Facility
will cross default upon
any default under the Super Bridge Loan, the Residual Credit Facility, the Amended and Restated Preston Ridge Facility or other property debt. Accordingly, should an event of default occur under any
of these debt agreements, we face the prospect of being in default under each of such debt instruments to which we are an obligor. Although we are not an obligor under the Super Bridge Loan, the
Residual Credit Facility, or the Preston Ridge Facility, a default by any of the obligors pursuant to any of these debt facilities (through non-payment upon maturity, among other things)
would, pursuant to the cross-default provisions, trigger a default under the Amended July 2007 Facility. In addition, any defaults or foreclosures under our mortgage debt
outstanding could expose us to the possibility of cross-defaults under our obligations under the Indentures or the Amended July 2007 Facility. Our parent's pledge of its ownership interest in us may
expose us to possible claims of default in certain of our mortgage debt outstanding, which, if demand for payment is made by the lenders, could cause cross-defaults in certain of our other debt. In
the event of a cross-default, we might not be able to obtain alternative financing for the defaulted obligations or, if we are able to obtain such financing, we might not be able to obtain it on terms
acceptable to us. There are currently no instances of default of debt obligations where cross-default provisions exist with certain debt obligations.

There are default and cross-default provisions in our borrowing arrangements which may be triggered by actions that could be taken (or which are not taken) by entities that we do
not
control.The Amended July 2007 Facility has several events of default that may be triggered by actions taken (or not taken) by our direct and indirect equity
owners and by their other subsidiaries. In addition, the Amended July 2007 Facility will cross-default upon any default under the Super Bridge Loan, the Residual Credit Facility and the Amended and
Restated Preston Ridge Facility. As we do not control our equity owners or the obligors under the Super Bridge Loan, the Residual Credit Facility or the Preston Ridge Facility, our liquidity and
financial condition may be materially and adversely affected by actions that are not within our control.

15

---



Table of Contents

We are limited to financing any liquidity requirements from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are funded
with
borrowings from the Residual Credit Facility, and we may be unable to finance such liquidity requirements after exhaustion of the Residual Credit Facility.We have
historically met our short-term liquidity requirements with cash generated from operations and borrowings under our credit facilities. Our short-term liquidity requirements
consist primarily of funds necessary to pay for management fees, operating and other expenses directly associated with our portfolio of properties, interest expense and scheduled principal payments on
our outstanding debt and capital expenditures incurred in our development and redevelopment projects. Our current new development pipeline in our Consolidated Portfolio is comprised of two projects,
the aggregate cost of which, including costs incurred in prior years on these projects, is expected to be approximately $74.5 million. Our current redevelopment pipeline in our Consolidated
Portfolio is comprised of 13 projects, the aggregate cost of which, including costs incurred in prior years on these projects, is expected to be approximately $161.4 million. We presently have
$14.6 million of costs, including costs incurred in prior years, attributable to our pro rata share of redevelopment costs for projects in our joint venture portfolio.

Our
long-term liquidity requirements consist primarily of funds necessary to pay for the principal amount of our long-term debt as it matures, significant
non-recurring capital expenditures that need to be made periodically at our properties and redevelopment or development projects that we undertake at our properties.

Because
we are no longer permitted to make draws under our Amended July 2007 Facility and certain of our or our affiliates' debt agreements currently prohibit us from incurring
additional indebtedness, we are presently limited to financing any liquidity requirements from distributions received from the Residual Joint Venture, and equity contributions from Super LLC,
that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. However, we do not control the Residual Joint Venture and cannot cause the Residual Joint Venture to
make a draw under the Residual Credit Facility or to distribute the proceeds therefrom. We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in
connection with such obligations. If we are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur
additional indebtedness, we may be unable to finance the balance of these obligations following exhaustion of the Residual Credit Facility.

Our financial covenants will restrict our operating and acquisition activities.The Amended July 2007 Facility and the Indentures
contain certain
financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur secured and unsecured debt, make dividend payments, sell all
or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain
acquisition transactions. In addition, failure to meet any of these covenants, including the financial coverage ratios, could cause an event of default under and/or accelerate some or all of our
indebtedness, which would have a material adverse effect on us. Due to covenants in the Amended July 2007 Facility, Super Bridge Loan, Residual Credit Facility and our Indentures, we are presently
unable to incur additional indebtedness and this restriction will limit our flexibility in restructuring our existing indebtedness.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage
debt.As of December 31, 2008, we had approximately $400.4 million of mortgage debt outstanding, excluding the impact of unamortized premiums. If a
property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in
loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also,
certain of our mortgages contain customary negative covenants which, among other things,

16

---



Table of Contents

limit
our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases, and to discontinue insurance coverage.

The
matters discussed herein under "Recent Developments" have also made it difficult for us to refinance property level debt in the ordinary course, and we were required to pay higher
interest rates on certain property level debt because we were unable to refinance such debt.

Our degree of leverage could limit our ability to obtain additional financing and adversely affect our business and financial condition.The
following should be considered with reference to the fact that regardless of our degree of leverage, due to covenants in certain of our indebtedness, we are presently unable to incur additional
indebtedness. Our organizational documents do not contain any limitation on the incurrence of debt. The degree of our leverage could have important consequences, including:



In
addition, as a result of the financial and operating covenants described below, our leverage could reduce our flexibility in conducting our business and planning for, or reacting to,
changes in our business and in the real estate industry.

The economic performance and value of our properties are subject to risks associated with real estate assets and with the real estate industry.As a
real estate company, we are subject to all of the risks associated with owning and operating real estate, including:



Downturns in the retailing industry likely will have a direct impact on our performance.Our properties consist of community and
neighborhood
shopping centers and other retail properties. Our performance therefore is linked to economic conditions in the market for retail space generally, and a decrease in the demand for retail space may
have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has

17

---



Table of Contents

been
adversely affected by weakness in national, regional and local economies, the adverse financial condition of some retailing companies, the ongoing consolidation in the retail sector, the excess
amount of retail space in a number of markets, and increasing consumer purchases through catalogues and the Internet. To the extent that any of these conditions worsen, they are likely to further
impact market rents for retail space and could adversely affect our business.

In
addition, our concentration in retail properties means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending,
seasonality, changes in economic conditions, consumer confidence and terrorist activities. The U.S. economy has recently experienced a financial downturn, with consumer spending on the decline, credit
tightening and unemployment rising. Many financial and economic analysts are predicting that the world economy may be entering into a prolonged economic downturn characterized by high unemployment,
limited availability of credit and decreased consumer and business spending. This economic downturn is expected to adversely affect the businesses of many of our tenants. The likelihood that the
United States is entering a prolonged recession could adversely affect consumer spending. A further reduction in consumer spending or confidence could have further adverse effects on our results of
operations or financial condition.

Failure by any anchor tenant with leases in multiple locations to make rental payments to us, because of a deterioration of its financial condition or otherwise, could seriously
harm our
performance.Our performance depends on our ability to collect rent, through our property managers, from tenants. At any time, our
tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or
renew a number of leases upon expiration, fail to make rental payments when due under a number of leases, close a number of stores or declare bankruptcy. Any of these actions could result in the
termination of the tenant's leases, or expiration of existing leases without renewal, and the loss of rental income attributable to the terminated or expired leases. In addition, lease terminations by
an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of
some leases. In that event, our property manager may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above,
particularly if it involves a substantial tenant with leases in multiple locations, could seriously harm our performance. As of December 31, 2008, our largest tenants were The Kroger Co.
and Sears Holdings Corp., the scheduled ABR for which represented 3.5% and 2.5%, respectively, of our total ABR excluding our pro rata share of ABR generated by properties owned by unconsolidated
joint ventures.

We are unable to collect balances due from an increasing number of tenants in bankruptcy and face potential adverse effects as a result.Bankruptcy
filings by retailers occur in the course of our operations. We are continually re-leasing vacant spaces resulting from tenant terminations. We have seen a significant increase in tenant
bankruptcies in 2008 and current economic conditions suggest this trend could continue or worsen. A bankruptcy filing by or relating to one of our tenants or a lease guarantor bars all efforts by us
to collect pre-bankruptcy debts from that tenant or the lease guarantor, or their property, unless we receive an order permitting us to do so from the bankruptcy court. These tenant or
lease guarantor bankruptcies delay our efforts to collect past due balances under the relevant leases, and ultimately preclude collection of these sums. If a lease is assumed by the tenant in
bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured
claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there
are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, in many tenant bankruptcies, we recover substantially less than the full
value of any unsecured claims we hold from a bankrupt tenant. Additionally, the bankruptcy of a tenant, particularly an anchor tenant, may make it

18

---



Table of Contents

more
difficult to lease the remainder of the affected properties. Future tenant bankruptcies could adversely affect our properties or impact our ability to successfully execute our
re-leasing strategy. As a result, tenant bankruptcies may have a material adverse effect on our results of operations.

Current and future development and redevelopment of real estate properties may not yield expected returns and may strain management resources.We are
actively involved in several ongoing redevelopment projects, and a few development projects. We also expect to complete the current new development
projects in our pipeline and invest in additional redevelopment projects in the future if financial and market conditions warrant it.

Redevelopment
and new development of properties are subject to a number of risks, including the following:



If
any of these problems occur, overall project costs may significantly exceed the costs that were estimated when the project was originally undertaken, which will result in reduced
returns, or even losses, from such investments. In addition, we may not have sufficient liquidity to fund such projects and delays in the completion of a development or redevelopment project may
provide various tenants the right to withdraw from a property.

In
connection with the Supplement to the July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility, and are limited to financing any development
and redevelopment costs from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are funded with borrowings from the Residual Credit Facility
and
certain asset sale proceeds. We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in connection with such development and redevelopment costs. If we
are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity facilities or complete certain asset sales, we may be unable to finance further development
and redevelopment following exhaustion of the Residual Credit Facility.

Our current and future joint venture investments could be adversely affected by a lack of sole decision-making authority and our reliance on joint venture partners' financial
condition.In some of our joint ventures, we have invested as a co-venturer or partner in the development or redevelopment of new properties, instead
of developing projects directly. These investments involve risks not present in a wholly owned development or redevelopment project, including the following:



19

---



Table of Contents



As
of December 31, 2008, we had approximately $673.1 million of investments in and advances to ten unconsolidated joint ventures that own an aggregate of 257 properties.
The largest of these investments is our investment in the Residual Joint Venture. We have a 49% equity interest in the Residual Joint Venture. Our investment in the Residual Joint Venture is subject
to the risks described above for jointly owned investments. As of December 31, 2008, this joint venture was comprised of 110 stabilized assets and three assets undergoing redevelopment.

Potential continued deterioration of investments in / advances to unconsolidated joint ventures.With the potential continued
negative outlook over
the US retail real estate markets and also potential decreases in risk free rates pertaining to long term debt, there is a risk of continued deterioration of the value of our investments in / advances
to unconsolidated joint ventures. This may result in further impairments of the carrying value of our investments in / advances to unconsolidated joint ventures in addition to the $63.8 million
impairment recorded by us that was deemed to be an other than temporary impairment for the year ended December 31, 2008.

We
currently do not have any plans to undertake any additional investments in / advances to unconsolidated joint ventures other than those which we are contractually obligated to make to
our current investments in / advances to unconsolidated joint ventures.

Real estate property investments are illiquid, and therefore we may not be able to dispose of properties when appropriate or on favorable terms.Real
estate property investments generally cannot be disposed of
quickly. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinance of the underlying property. We may be unable to realize our
investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks
could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international
economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. Recently, it has become increasingly more difficult to dispose of real
estate properties due to the downturn in the U.S. economy and the limited availability of credit. Additionally, based on our currently budgeted liquidity needs, we may need to dispose of certain
assets in order to fund our operations but are limited by certain of our debt agreements as to the aggregate value of the assets we may dispose of. This requirement may require us to dispose of
properties on less than favorable terms. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our
financial position.

20

---



Table of Contents

Some potential losses are not covered by insurance, so we could lose a significant portion of our investment in a property.We
carry comprehensive
liability, fire, extended coverage, rental loss and acts of terrorism insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and
appropriate given the relative risk of loss, the cost of the coverage and industry practice. There are, however, certain types of losses, including lease and other contract claims, acts of war and
acts of God, and, in some cases, flooding, that generally are not insured, either because such coverage is not available or is not available at commercially reasonable rates. If we experience a loss
which is uninsured or which exceeds policy limits, we could lose a significant portion of the capital we have invested in the damaged property, as well as the anticipated future revenue from the
property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a
property after it has been damaged or destroyed. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these
properties were irreparably damaged.

There can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.Although
we believe our
properties are adequately covered by insurance, we cannot predict at this time if we will be able to obtain full coverage in the future at a reasonable cost. The costs associated with property and
casualty renewals may be higher than anticipated.

We currently have variable rate debt obligations, which could be substantial in the future and may impede our operating performance and put us at a competitive
disadvantage.As of December 31, 2008, we had approximately $487.7 million of outstanding floating rate debt not subject to any form of interest rate
cap, maturing at various times up to September 1, 2011. In connection with the Supplement to the Amended July 2007 Facility, we are presently not permitted to make draws under our Amended July
2007 Facility. Furthermore, the rates on our variable rate indebtedness increase when interest rates increase. Interest rates are currently low relative to historical levels and may increase
significantly in the future. Increases in interest rates would increase our interest expense not subject to interest rate cap, which would adversely affect cash flow and our ability to service debt.

As
discussed above, we may borrow additional money with floating interest rates in the future. Increases in interest rates, or the loss of the benefits of our existing or future hedging
agreements, would increase our interest expense, which would adversely affect cash flow and our ability to service our debt. Future increases in interest rates will increase our interest expense as
compared to the fixed rate debt underlying our hedging agreements and could result in our making payments to unwind such agreements.

Environmental problems that exist at some of our properties could result in significant unexpected costs.We are subject to
federal, state and local
environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations,
we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and,
therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us, as well as certain other potential costs which
could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the
presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or
on-site gasoline facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such
substances may be substantial, and the presence of such substances, or the failure to properly

21

---



Table of Contents

remediate
such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.

We
are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and
trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline facilities). We also
are aware that asbestos-containing materials exist at some of our properties. While we do not expect the environmental conditions at our properties, considered as a whole, to have a material adverse
effect on us, there can be no assurance
that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions, that any prior owner of
the properties did not create a material environmental condition not known to us or that a material environmental condition does not otherwise exist with respect to any of our properties.

Further
information relating to recognition of remediation obligation in accordance with generally accepted accounting principles is provided in the Consolidated Financial Statements and
notes thereto included in Item 8 of this Annual Report on Form 10-K.

We face considerable competition in the leasing market and may be unable to renew leases or re-let space as leases expire.Through our
property manager, we compete with a number of other companies in providing leases to prospective tenants and in re-letting space to current tenants upon expiration of their respective
leases. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to re-let the space. Even if the tenants do renew or we can re-let the
space, the terms of renewal or re-letting, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than
expectations for the space. As of December 31, 2008, leases were scheduled to expire on a total of approximately 13% of the space at our properties (excluding our pro rata share of properties
owned by unconsolidated joint ventures) through 2009. Our property manager may be unable to promptly renew the leases or re-let this space, or the rental rates upon renewal or
re-letting may be significantly lower than expected rates.

Our ability to continue as a going concern.As a result of the liquidity risk factors discussed above, specifically our reliance
upon funding
provided by an entity that we do not control; current prohibition upon our ability to incur further indebtedness; the existence of restrictions upon operations which increase the risk of default and
cross-default of existing debt, combined with the continued liquidity issues of our ultimate parents, there is substantial doubt about our ability to continue as a going concern.

The
half yearly financial statements of our ultimate parents, CPL and CPT, which were lodged with Australian regulatory bodies on February 26, 2009 included discussion of
significant uncertainty (equivalent to substantial doubt) about those entities ability to continue as a going concern.

We
have obtained extension of our existing debt facilities, and during the period to the maturity of these facilities we will be working with management of our ultimate parent investors
and our lenders to restructure and address our liquidity issues.

Item 1B.Unresolved SEC Staff Comments

Not applicable.

22

---





Table of Contents

Item 2.Properties

The following table sets forth certain information as of December 31, 2008 regarding our Consolidated Portfolio properties on a
state-by-state basis:

State

Number of
Properties

Percent
Leased

GLA(1)

Percent of
Scheduled ABR(2)Alabama


3


28
%

321,166


0.2
%Arizona


1


79
%

249,694


0.9
%California


7


96
%

1,074,692


5.1
%Colorado


3


90
%

494,275


2.3
%Florida


20


88
%

3,318,461


12.6
%Georgia


16


86
%

1,963,192


5.1
%Illinois


4


86
%

462,040


1.6
%Indiana


5


88
%

684,692


1.6
%Iowa


1


92
%

240,708


0.4
%Kentucky


6


94
%

1,210,234


4.2
%Louisiana


3


83
%

524,612


1.1
%Maryland


2


54
%

243,568


0.7
%Michigan


9


84
%

1,306,975


5.0
%Mississippi


1


98
%

112,148


0.2
%Nevada


1


55
%

167,296


0.4
%New Jersey


6


96
%

744,586


3.5
%New Mexico


1


100
%

48,000


0.2
%New York


12


90
%

1,687,227


8.0
%North Carolina


4


73
%

518,779


1.0
%Ohio


20


77
%

3,722,725


9.3
%Oklahoma


1


75
%

186,851


0.5
%Pennsylvania


8


91
%

1,720,053


7.7
%Rhode Island


1


93
%

148,126


0.6
%South Carolina


3


84
%

787,794


2.1
%Tennessee


7


89
%

1,372,340


3.9
%Texas


53


91
%

6,018,279


20.2
%Virginia


4


77
%

520,458


1.2
%Wyoming


1


84
%

155,022


0.4
%203


86
%

30,003,993


100.0
%


---

Of
the 203 properties in our Consolidated Portfolio, 199 properties are held in fee simple, and four properties are held pursuant to ground leases, which ground leases constitute an
aggregate of 0.5 million rentable square feet and expire between 2027 and 2031.

As
of December 31, 2008, we owned interests in 456 properties, including 257 properties held through unconsolidated joint ventures. The following table sets forth certain
information as of

23

---



Table of Contents

December 31,
2008 regarding our properties on a state-by-state basis, and includes our pro rata share of unconsolidated joint venture properties:

State

Number of
Properties

Percent
Leased

GLA(1)

Percent of
Scheduled ABR(2)Alabama


8


68
%

1,623,436


0.7
%Arizona


5


91
%

804,791


1.0
%Arkansas


1


60
%

129,897


0.0
%California


14


94
%

2,256,369


4.8
%Colorado


6


92
%

1,484,159


2.1
%Connecticut


14


91
%

2,156,605


0.9
%Florida


40


91
%

6,742,800


11.6
%Georgia


36


90
%

5,024,416


5.6
%Illinois


14


91
%

2,592,789


3.6
%Indiana


12


89
%

1,885,624


2.2
%Iowa


2


92
%

510,173


0.3
%Kansas


2


92
%

267,486


0.2
%Kentucky


15


94
%

2,930,637


3.7
%Louisiana


4


87
%

624,850


0.7
%Maine


2


100
%

274,026


0.0
%Maryland


2


54
%

243,568


0.5
%Massachusetts


6


90
%

739,334


0.5
%Michigan


23


85
%

3,669,205


4.8
%Minnesota


7


98
%

1,021,806


1.4
%Mississippi


3


99
%

279,869


0.2
%Missouri


3


97
%

446,948


0.4
%Nevada


5


86
%

826,513


0.7
%New Hampshire


3


91
%

369,385


0.2
%New Jersey


8


97
%

928,624


2.6
%New Mexico


2


100
%

176,712


0.1
%New York


24


94
%

4,164,067


7.3
%North Carolina


17


90
%

2,744,833


2.1
%Ohio


34


83
%

6,326,568


7.9
%Oklahoma


2


87
%

481,464


0.6
%Pennsylvania


14


94
%

2,841,358


5.7
%Rhode Island


1


93
%

148,126


0.4
%South Carolina


7


90
%

1,215,471


1.8
%Tennessee


19


94
%

3,486,817


4.4
%Texas


82


92
%

10,470,648


18.5
%Virginia


14


89
%

1,806,953


1.7
%Vermont


1


97
%

224,514


0.2
%West Virginia


3


99
%

357,606


0.0
%Wisconsin


4


88
%

646,244


0.3
%Wyoming


1


84
%

155,022


0.3
%460


90
%

73,079,713


100.0
%


---

24

---



Table of Contents

The
following table sets forth a schedule of lease expirations for leases in place within our Consolidated Portfolio as of December 31, 2008 for each of the next ten years and
thereafter, assuming no exercise of renewal options or base rent escalations over the lease term.

Number of
Leases Expiring

Leased
GLA

Percent of
Total ABR2009


761


3,525,450


13.1
%2010


581


3,581,044


13.7
%2011


549


3,126,411


11.9
%2012


438


2,923,200


12.1
%2013


358


2,806,309


10.2
%2014


139


1,618,349


5.7
%2015


103


1,558,743


7.0
%2016


87


1,284,798


5.2
%2017


73


1,301,990


5.6
%2018+


202


3,947,337


15.6
%3,291


25,673,631


100.0
%


Item 3.Legal Proceedings

We are not presently involved in any material litigation arising outside the ordinary course of our business. However, we are involved
in routine litigation arising in the ordinary course of business, none of which is believed to be material in light of reserves taken by us.

Item 4.Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of Super LLC, our sole security holder, during the fourth quarter of 2008.

25

---





Table of Contents

PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As a result of the merger transaction described in Item 1 of this Annual Report on Form 10-K, the Common
Stock of New Plan ceased to be outstanding as of April 20, 2007, and was accordingly de-listed under Section 12 of the Exchange Act. We do not issue common stock.

26

---



Table of Contents

Item 6.Selected Financial Data

The following table shows our selected consolidated financial data and historical financial data for our predecessor for the periods
indicated. This information should be read together with our audited financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations included
elsewhere in this Annual Report on Form 10-K.

Company

PredecessorYear ended
December 31,
2008

Period from
April 5,
through
December 31,
2007

Period from
January 1,
through
April 4, 2007

Year ended
December 31,
2006

Year ended
December 31,
2005

Year ended
December 31,
2004(In thousands, except per share amounts)Statement of Operations Data:Rental revenues:Rental income

$
309,087

$
301,426

$
89,602

$
324,897

$
348,607

$
356,330Percentage rents


3,854


2,377


2,137


4,747


5,622


5,810Expense reimbursements


79,283


76,897


26,959


98,910


95,169


89,999Fee income


26,452


21,952


8,832


16,660


10,957


4,797Total rental revenues


418,676


402,652


127,530


445,214


460,355


456,936Expenses:Operating costs


77,364


58,154


21,031


69,856


72,454


76,091Real estate taxes


51,190


46,454


16,666


57,753


62,477


56,572Depreciation and amortization


197,179


184,019


25,026


86,012


87,224


83,892Provision for doubtful accounts


4,995


3,109


3,397


7,549


10,046


8,667Impairment of real estate


229,934


27,775








859


43Impairment of goodwill and other intangibles


173,536


547,635











General and administrative


25,938


20,531


51,932


28,674


26,359


17,675Total expenses


760,136


887,677


118,052


249,844


259,419


242,940(Loss) income before real estate sales, minority interest and other income and expenses


(341,460
)

(485,025
)

9,478


195,370


200,936


213,996Other income and expenses:Interest, dividend and other income


3,122


4,724


1,524


4,016


4,211


3,631Equity in income of unconsolidated ventures


(10,778
)

2,576


974


5,143


4,046


2,378Impairment of investments accounted for under the equity method


(63,778
)













Interest expense


(100,195
)

(78,332
)

(26,691
)

(93,569
)

(117,357
)

(105,301
)Minority interest in income of consolidated partnership and joint ventures


(4,490
)

(5,956
)

(297
)

(745
)

(5,953
)

(796
)(Loss) income from continuing operations


(517,579
)

(562,013
)

(15,012
)

110,215


85,883


113,908Discontinued operations:Results of discontinued operations


(108
)

2,597


1,939


11,260


15,745


20,041(Loss) gain on sale of discontinued operations


(2,935
)




2,464


14,648


17,788


(1,139
)Impairment of real estate held for sale


(30,168
)

(5,216
)




(907
)




(88
)(Loss) income from discontinued operations


(33,211
)

(2,619
)

4,403


25,001


33,533


18,814(Loss) income before gain on sale of real estate


(550,790
)

(564,632
)

(10,609
)

135,216


119,416


132,722Gain on sale of real estate











1


186,908


1,218Net (loss) income

$
(550,790
)
$
(564,632
)
$
(10,609
)
$
135,217

$
306,324

$
133,940Net (loss) income available to common stockbasic







$
(22,688
)
$
113,251

$
284,436

$
112,470Net (loss) income available to common stockdiluted







$
(22,391
)
$
113,996

$
289,506

$
113,266Basic (loss) earnings per common share:(Loss) earnings per sharecontinuing operations







$
(0.26
)
$
0.85

$
2.43

$
0.96Earnings per sharediscontinued operations








0.04


0.24


0.32


0.19Basic (loss) earnings per common share







$
(0.22
)
$
1.09

$
2.75

$
1.11Diluted (loss) earnings per common share:(Loss) earnings per sharecontinuing operations







$
(0.24
)
$
0.82

$
2.40

$
0.92Earnings per sharediscontinued operations








0.04


0.23


0.31


0.18Diluted (loss) earnings per common share







$
(0.20
)
$
1.05

$
2.71

$
1.10Average shares outstandingbasic








103,355


104,102


103,393


100,894Average shares outstandingdiluted








109,558


108,814


106,834


103,345Other Data:Distributions per common share(1)







$
0.6250

$
1.25

$
4.45

$
1.65


27

---



Table of Contents

Company

Predecessor2008

2007

2006

2005

2004Balance Sheet Data as of the End of Each Year:Net real estate

$
2,838,165

$
3,904,430

$
3,135,547

$
3,016,262

$
3,559,763Total assets


4,157,389


5,625,130


3,534,899


3,369,762


3,831,742Debt, net(2)


1,775,634


1,831,546


1,834,360


1,644,881


1,996,319Total liabilities


2,131,035


2,370,361


2,032,677


1,820,717


2,160,797Minority interest in consolidated partnership and joint Ventures


28,090


86,210


57,485


57,659


30,784Total members' capital/stockholders' equity


1,998,264


3,168,559


1,444,737


1,491,386


1,640,161


---

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto.
Historical results and percentage relationships set forth in the Consolidated Statements of Operations and Comprehensive Income/(Loss) contained in the Consolidated Financial Statements and
accompanying notes, including trends which might appear, should not be taken as indicative of future operations.

As
more fully described in Item 1 of this Annual Report on Form 10-K, on February 27, 2007, New Plan, together with the DownREIT Partnership, entered
into the Merger Agreement with the Buyer Parties. Pursuant to the Merger Agreement, MergerSub commenced and completed the Offer to purchase all outstanding shares of common stock of New Plan at the
Offer Price.

On
April 20, 2007, New Plan, together with us, MergerSub, and DownREIT Acquisition completed the Mergers. Immediately following the Merger, on April 20, 2007, and in
connection with the Liquidation, (a) all of New Plan's assets were transferred to us, and we assumed all of its liabilities, (b) all outstanding shares of preferred stock of New Plan
were automatically converted into, and cancelled in exchange for the right to receive cash liquidating distributions in accordance with their terms, and (c) all shares of common stock of New
Plan were cancelled. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 with the SEC pursuant to which it terminated
its reporting obligations under the Exchange Act with respect to its common stock and 7.625% Series E Cumulative Redeemable Preferred Stock.

In
connection with the Mergers, us, New Plan Realty Trust, LLC (as successor to New Plan, but only with respect to the 1999 Indenture) and the trustee under the Indentures entered
into the Supplemental Indentures to the Indentures, each dated as of April 20, 2007, by and between New Plan and the Trustee. The Supplemental Indentures each provide for us to assume all of
the obligations of New Plan under each of the Indentures, effective upon consummation of the Merger with respect to the notes issued under the Indentures (the "Notes").

As
the successor obligor on the Notes, we intend to continue to file with the SEC any annual reports, quarterly reports and other documents that we are required to file with the SEC to
the extent required under the Indentures governing the Notes.

All
references to "we," "us," "our," "ours," or the "Company" in this report refer to Centro NP LLC and its wholly-owned and majority owned subsidiaries and consolidated entities
as of, or subsequent to, April 5, 2007, unless the context indicates otherwise. All references to our "predecessor" or "New Plan" in this report refer to New Plan Excel Realty
Trust, Inc. and its wholly-owned and majority owned subsidiaries and consolidated entities as it existed prior to April 5, 2007, unless the context indicates otherwise.

28

---



Table of Contents

Critical Accounting Policies

Our Consolidated Financial Statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and
consolidated variable interest entities. The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires us to make estimates
and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related footnotes. In preparing these financial statements, we have made
our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially
different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to
future uncertainties and, as a result, actual results could differ from these estimates.



We recognize rental revenue on a straight-line basis, which averages minimum rents over the terms of the leases. The
cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as "deferred rent receivable" on our consolidated balance sheets. Certain
leases provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales levels are achieved. Leases also typically provide
for tenant reimbursements of common area maintenance and other operating expenses. Rental income also includes lease termination fees.

We
must make estimates of the uncollectability of our accounts receivables related to base rents, expense reimbursements and other revenue or income. We specifically analyze accounts
receivable and historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the
allowance for doubtful accounts. These estimates have a direct impact on our net income, because a higher bad debt reserve results in less net income.

The
SEC's Staff Accounting Bulletin ("SAB") No. 104,Revenue Recognition("SAB 104"), provides guidance on the application
of GAAP to selected revenue recognition issues. We have concluded that our revenue recognition policy is appropriate and in accordance with GAAP and SAB 104.



Land, buildings and building and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Major
replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives; ordinary repairs and maintenance are expensed as
incurred. Land, buildings and building and tenant improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally,
amounts essential to the development of the property, such as pre-construction costs, development costs, construction costs, interest costs, real estate taxes, salaries and related costs,
and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but
in any event no later than one year from the completion of major construction activity.

29

---



Table of Contents

Properties
are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings

40 yearsBuilding improvements

5 to 40 yearsTenant improvements

The shorter of the term of the related lease or useful life


We
are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to reflect on an annual basis. These
assessments have a direct impact on our net income. For example, if we were to lengthen the expected useful life of a particular building improvement, the improvement would be depreciated over a
greater number of years, resulting in less depreciation expense and higher net income on an annual basis.



In connection with our acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities
acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings and building and tenant improvements, are determined as if vacant (i.e., at
replacement cost). Intangible assets, including the above-market value of leases and the value of in-place leases, are recorded at their relative fair values. The below-market value of
leases is recorded in Other Liabilities on our Consolidated Balance Sheets.

Above-market
and below-market lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired)
of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management's estimate of
fair market lease rates for the property or equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or
below-market lease value is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease plus any renewal periods with fixed rental terms
that are considered to be below-market.

The
total amount of other intangible assets allocated to in-place lease values is based on management's evaluation of the specific characteristics of each lease and our
overall relationship with each tenant. Factors considered in the allocation of these values include, but are not limited to, the nature of the existing relationship with the tenant, the tenant's
credit quality, the expectation of lease renewals, the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and the costs to
execute similar leases. Management will also consider information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real
estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management's assessment of
specific market conditions. Management will estimate costs required to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that
has been negotiated in connection with the purchase of a property. Independent appraisals and/or management's estimates will be used to determine these values.

The
value of in-place leases is amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles is amortized to expense over
the initial terms of the leases; however, no amortization period for intangible assets will exceed the remaining depreciable life of the building.

In
the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments, lease origination costs, in-place values and
tenant relationship values, will be charged as an expense.

30

---



Table of Contents



On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired.
A property's value is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property (taking into account the
anticipated holding period of the asset) is less than the carrying value of the property. Such estimate of cash flows considers factors such as expected future operating income, trends and prospects,
as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the
fair value of the property, and reflected as an adjustment to the basis of the property.

When
assets are identified by management as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. If, in management's
opinion, the net sales price of the assets that we have identified for sale is less than the net book value of the assets, a valuation allowance is established. For investments accounted for under the
equity method, a loss is recognized if the loss in value of the investment is other than temporary.

When
we make subjective assessments as to whether there are impairments in the value of our real estate properties, such assessments have a direct impact on our net income, because
taking an impairment results in an immediate negative adjustment to net income. We also make subjective assessment as to whether there are any other than temporary impairments on the value of our
investments in / advances to unconsolidated joint ventures. Such assessments have the same impact as discussed above in relation to impairment of real estate properties.

We
are required to make subjective assessment as to the terminal growth rates used and the discount rates applied as part of our impairment analysis of the goodwill balance. The analysis
is also based upon management's best estimate of forecast cashflows that are expected to be derived in the future. These assessments have a direct impact on the determination of the impairment charge,
and therefore our net loss. For example, if we were to increase the discount rate or decrease the terminal growth rate used, this would reduce the net present value of our estimated future cashflows
and therefore increase the goodwill impairment charge.

The
assumptions used in calculating our goodwill impairment charge are consistent with those assumptions applied by our ultimate parent investors, CPL and CPT, when assessing the
impairment of their investment in us.

Recently Issued Accounting Standards

In December 2007, the FASB issued SFAS No. 141 (revised),Business Combinations("SFAS No. 141(R)"). SFAS No. 141(R) changes the accounting for business combinations including the measurement of acquirer shares issued in consideration for a business combination, the
recognition of contingent consideration, the accounting for pre-acquisition gain and loss contingencies, the recognition of capitalized in-process research and development, the
accounting for acquisition-related restructuring cost accruals, the treatment of acquisition related transaction costs and the recognition of changes in the acquirer's income tax valuation allowance.
SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for certain tax adjustments for prior business combinations. Accordingly, we will adopt this statement on January 1, 2009. We are currently evaluating the
impact of adopting SFAS No. 141(R).

In
December 2007, the FASB issued SFAS No. 160,Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB
No. 51("SFAS No. 160"). SFAS No. 160 changes the accounting for non-controlling (minority) interests in consolidated financial statements
including the

31

---



Table of Contents

requirements
to classify non-controlling interests as a component of consolidated stockholders' equity, and the elimination of "minority interest" accounting in results of operations with
earnings attributable to non-controlling interests reported as part of consolidated earnings. Additionally, SFAS No. 160 revises the accounting for both increases and decreases in a
parent's controlling ownership interest. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. We are currently evaluating the
impact of adopting SFAS No. 160.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement
No. 133, ("SFAS No. 161") which amends and expands the disclosure requirements of FAS 133 to require qualitative disclosure about objectives and strategies
for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application
encouraged. SFAS No. 161 also encourages, but does not require, comparative disclosures for earlier periods at initial adoption. We is currently assessing the impact the adoption of SFAS
No. 161 will have on we.

In
April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets("FSP
FAS 142-3"). FSP FAS 142-3 removes the requirement of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") for an entity to
consider, when determining the useful life of an acquired intangible asset, whether the intangible asset can be renewed without substantial cost or material modifications to the existing terms and
conditions associated with the intangible asset. FSP FAS 142-3 replaces the previous useful-life assessment criteria with a requirement that an entity considers its own
experience in renewing similar arrangements. If the entity has no relevant experience, it would consider market participant assumptions regarding renewal. FSP FAS 142-3 is effective
for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We will adopt this
interpretation on January 1, 2009, as required, and management is still evaluating the impact on the our Consolidated Financial Statements.

In
June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("EITF 03-6-1"), which classifies unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share
pursuant to the two-class method described in SFAS No. 128, "Earnings per Share." EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited. All prior-period earnings per share data presented are to be adjusted retrospectively. We is currently
assessing the impact the adoption of EITF 03-6-1 will have on our financial position and results of operations, but note that this adoption will only impact the
comparative financial information.

Any
recently issued accounting standards or pronouncements not mentioned in this note have been excluded as we have determined that they either are not relevant to us, or they are not
expected to have a material effect on our Consolidated Financial Statements.

Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto.
Historical results and percentage relationships set forth in the Consolidated Statements of Income and Comprehensive Income contained in the Consolidated Financial Statements and accompanying notes,
including trends which might appear, should not be taken as indicative of future operations.

32

---



Table of Contents

During
the period from April 5, 2007 through December 31, 2007, we acquired a parcel of land immediately adjacent to a property owned by us (Land at Victory Square), the
remaining 75% interest in a shopping center in which we owned the other 25% (The Centre at Preston Ridge), one land parcel and the remaining 90% interests in three of our joint ventures in which we
owned the other 10% of each of the joint ventures (CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund, LLC and CA New Plan Direct Investment Fund, LLC) (collectively,
"Company Acquisitions"). During the period from January 1, 2007 through April 4, 2007, our predecessor acquired one shopping center (Stewart Plaza) and one land parcel (collectively,
"Predecessor Acquisitions" and, together with Company Acquisitions, the "2007 Acquisitions").

In
August 2007, we formed the Residual Joint Venture with Super LLC, our sole and managing member. In connection with the formation of the joint venture, we contributed 49% of our
interest in certain subsidiaries, owning 18 real properties to this joint venture. We distributed the remaining 51% of our interest in the transferred entities to Super LLC, and
Super LLC contributed such interest in the transferred entities to this joint venture. Following these transactions, we owned 49% of the non-managing interest in this joint venture,
and Super LLC owned 51% of the managing member interest in this joint venture. In November 2007, we contributed 49% of our interest in certain
additional subsidiaries, owning 25 real properties to this joint venture (together with the contribution of the 18 properties described above, the "Residual Joint Venture Transaction"). We distributed
the remaining 51% of our interest in the additional transferred entities to Super LLC, and Super LLC contributed such interest in the additional transferred entities to this joint
venture. Following these transactions, we continued to own 49% of the non-managing interest in this joint venture, and Super LLC continued to own 51% of the managing member interest
in this joint venture.

During
2006, our predecessor acquired four shopping centers (Shoppes at Hickory Hollow, The Quentin Collection, Fox Run Mall and Memphis Commons), two buildings immediately adjacent to
properties owned by our predecessor (Building at Tarpon Mall and Building at Hazel Path), the remaining 90% interests in two shopping centers in which our predecessor owned the other 10% interests
(Ventura Downs and Odessa-Winwood Town Center), six land parcels, and a leasehold interest in a new development project (collectively, the "2006 Acquisitions").

In
accordance with the provisions of FIN 46 and EITF 04-5 our and our predecessor's consolidated results of operations for the year ended December 31,
2008, the period from April 5, 2007 through December 31, 2007, the period from January 1, 2007 through April 4, 2007, and the year ended December 31, 2006 include
the results of operations of certain of our joint ventures (collectively, "Consolidation Adjustments"), as applicable.

In
accordance with the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,the
results of operations of properties that have been disposed of (by sale, by abandonment, or in a distribution to owners) or classified as held for sale must be classified as discontinued operations
and segregated in our and our predecessor's Consolidated Statements of Income and Comprehensive Income. Therefore, results of operations from prior periods have been restated to reflect the current
pool of disposed of or held for sale assets.

Results of operations for the twelve months ended December 31, 2008 (the Company), for the period from April 5, 2007 through December 31, 2007 (the
Company), and the period from January 1, 2007 through April 4, 2007 (the Predecessor)



Rental income was $89.6 million for the period from January 1, 2007 through April 4, 2007, $301.4 million
for the period from April 5, 2007 through December 31, 2007 and $309.1 million for the year ended December 31, 2008.

33

---



Table of Contents



Expense
reimbursements were $27.0 million for the period from January 1, 2007 through April 4, 2007, $76.9 million for the period from April 5, 2007
through December 31, 2007 and $79.3 million for the year ended December 31, 2008.





Real estate taxes were $16.7 million for the period from January 1, 2007 through April 4, 2007,
$46.5 million for the period from April 5, 2007 through December 31, 2007 and $51.2 million for the year ended December 31, 2008.



Depreciation
and amortization was $25.0 million for the period from January 1, 2007 through April 4, 2007 and $184.0 million for the period from
April 5, 2007 through December 31, 2007 and $197.2 million for the year ended December 31, 2008.



34

---



Table of Contents



General
and administrative expenses were $51.9 million for the period from January 1, 2007 through April 4, 2007 and $20.5 million for the period from
April 5, 2007 through December 31, 2007 and $25.9 million for the year ended December 31, 2008.



35

---



Table of Contents



Equity in income (loss) of unconsolidated ventures was $1.0 million for the period from January 1, 2007 through
April 4, 2007 and $2.6 million for the period from April 5, 2007 through December 31, 2007 and $(10.8) million for the year ended December 31, 2008.



Interest
expense was $26.7 million for the period from January 1, 2007 through April 4, 2007 and $78.3 million for the period from April 5, 2007
through December 31, 2007 and $100.2 million for the year ended December 31, 2008.





During twelve months ended December 31, 2008, the Company recorded impairment charges of $229.9 million over its real
estate assets. These impairment charges arose due to a decrease in estimated cash flows from the properties over the estimated holding period and changes in holding period probabilities. The changes
to the estimated cash flows are attributable to revisions to both the forecast sale prices and operating cash flows of the applicable properties. The changes to the holding period probabilities
occurred during the twelve months ended December 31, 2008, due to the Company identifying a number of properties that are likely to be disposed in the short term.

36

---



Table of Contents

An
impairment charge of $173.5 million of goodwill and other intangibles was also recorded by the Company during the twelve months ended December 31, 2008. This impairment
charge was required due to the significant reduction in our and our affiliates' capital streams derived from certain property and funds management services.

During
the twelve months ended December 31, 2008, the Company recorded impairment charges of $63.8 million in relation to its investments in Centro GA America LLC
and Centro NP Residual Holding LLC. These charges are the result of an other than temporary loss in value of the Company's investments. The Company has identified that the cause of the other
than temporary loss is the decrease in the fair value of the underlying real estate investments of Centro GA America LLC and Centro NP Residual Holding LLC. The decrease in fair value of
the underlying real estate is attributable to an increase in market capitalization rates, which are effected by various market trends, particularly the negative economic outlook.

Results of operations for period from April 5, 2007 through December 31, 2007 (the Company), the period from January 1, 2007 through April 4,
2007 (the Predecessor) and the year ended December 31, 2006 (the Predecessor)



Rental income was $324.9 million for the year ended December 31, 2006, $89.6 million for the period from
January 1, 2007 through April 4, 2007 and $301.4 million for the period from April 5, 2007 through December 31, 2007.



Expense
reimbursements were $98.9 million for the year ended December 31, 2006, $27.0 million for the period from January 1, 2007 through April 4, 2007
and $76.9 million for the period from April 5, 2007 through December 31, 2007.



37

---



Table of Contents



Fee
income was $16.7 million for the year ended December 31, 2006, $8.8 million for the period from January 1, 2007 through April 4, 2007 and
$22.0 million for the period from April 5, 2007 through December 31, 2007. Fee income is derived from services provided to our joint ventures and other managed projects.





Operating costs were $69.9 million for the year ended December 31, 2006, $21.0 million for the period from
January 1, 2007 through April 4, 2007 and $58.2 million for the period from April 5, 2007 through December 31, 2007.



Real
estate taxes were $57.8 million for the year ended December 31, 2006, $16.7 million for the period from January 1, 2007 through April 4, 2007 and
$46.5 million for the period from April 5, 2007 through December 31, 2007.

38

---



Table of Contents



Depreciation
and amortization expense was $86.0 million for the year ended December 31, 2006, $25.0 million for the period from January 1, 2007 through
April 4, 2007 and $184.0 million for the period from April 5, 2007 through December 31, 2007.



During
the period from April 5, 2007 through December 31, 2007, the Company recorded an impairment charge of $27.7 million over its real estate assets. This
impairment charge is a result of the expected hold period applied by management in relation to our real estate assets, in accordance with SFAS No. 144.

An
impairment charge of $547.6 million of goodwill and other intangibles was also recorded by the Company during the period from April 5, 2007 through December 31,
2007. This impairment charge was required due to the significant reduction in the Company's and its affiliates' forecast cash flow streams derived from certain property and funds management services.
Upon announcement of our ultimate parents' liquidity and refinancing position on December 17, 2007, there was a severe market reaction which significantly impaired our and our ultimate parents'
ability to continue to grow our funds management business.

General
and administrative expenses were $28.7 million for the year ended December 31, 2006, $51.9 million for the period from January 1, 2007 through
April 4, 2007 and $20.5 million for the period from April 5, 2007 through December 31, 2007.

39

---



Table of Contents



Interest expense was $93.6 million for the year ended December 31, 2006, $26.7 million for the period from
January 1, 2007 through April 4, 2007 and $78.3 million for the period from April 5, 2007 through December 31, 2007.



40

---



Table of Contents



Liquidity and Capital Resources

As of December 31, 2008, we had approximately $61.5 million in available cash, cash equivalents and marketable
securities. In connection with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility.



In addition to short-term indebtedness, our short-term liquidity requirements consist primarily of funds
necessary to pay for management fees, operating and other expenses directly associated with our portfolio of properties, interest expense and scheduled principal payments on our outstanding debt,
capital expenditures incurred to facilitate the leasing of space (e.g., tenant improvements and leasing commissions), and capital expenditures incurred
in our development and redevelopment projects. During 2009, we have an aggregate of $38.5 million of mortgage debt maturities, $19.3 million of scheduled mortgage amortization payments,
$9.4 million of a required loan paydown and $150.0 million of bond maturities. We have already made the required $9.4 million loan paydown. Subsequent to December 31, 2008,
we undertook a tender offer to the holders of the 2009 Notes that expire in September 2009. The tender offer involves settlement of the 2009 Notes prior to the expiry date in September 2009 at a value
slightly below the principal amount. For those 2009 Note holders that do participate in the tender offer, payment will be made on April 8, 2009. Further information relating to the Tender
Consideration is provided at Item 1 under Recent Developments. Although we have historically met our
short-term liquidity requirements with cash generated from operations and borrowings under credit facilities, we are presently unable to make draws on our Amended July 2007 Facility. Due
to restrictions contained in the Amended July 2007 Facility and our Indentures, we are prohibited from incurring additional indebtedness and are limited to distributions received from the Residual
Joint Venture and equity contributions from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds to meet our short-term
liquidity requirements. In addition, there are certain factors that may have a material adverse effect on our cash flow from operations which would further constrain our ability to satisfy our
short-term liquidity requirements.

Refer
to Note 12 to the Consolidated Financial Statements for details relating to the total short term debt as of December 31, 2008.

We
derive substantially all of our revenue from tenants under existing leases at our properties. Therefore, our operating cash flow is dependent on the rents that we are able to charge
to our tenants, and the ability of these tenants to make their rental payments. We believe that the nature of the properties in which we typically investprimarily community and
neighborhood shopping centersprovides a more stable revenue flow in uncertain economic times because, even in difficult economic times, consumers still need to purchase basic living
essentials such as food and soft goods. However, there has been a general economic downturn in the market in which we own properties which has adversely impact the ability of our tenants to make
rental payments and our ability to re-lease space on favorable terms as leases expire. In both of these instances, our cash flow has been adversely affected.

41

---





Table of Contents

In some cases, we have invested as a co-venturer or partner in the development or redevelopment of new properties, instead of developing projects
directly. We have also agreed to contribute our pro rata share of any additional capital that may be required by our joint ventures, which pro rata share is not expected to be material. In connection
with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility, and are limited to financing any capital requirements from
distributions received from the Residual Joint Venture and equity contributions from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds.
We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in connection with such obligations. If we are unable to negotiate additional capacity under the
Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur additional indebtedness, we may be unable to finance these joint venture obligations following
exhaustion of the Residual Credit Facility.

During
2008, we completed eight redevelopment projects in our Consolidated Portfolio, the aggregate cost of which, including costs incurred in prior years on these projects, was
approximately $18.6 million. In addition, we are developing outparcels of properties in our Consolidated Portfolio and during 2008, we completed one outparcel development projects, the
aggregate cost of which, including costs incurred in prior years on the projects, was approximately $5.6 million. Our current redevelopment pipeline in our consolidated portfolio is comprised
of 13 projects, the aggregate cost of which, including costs incurred in prior years on these projects, is expected to be approximately $161.4 million. Currently, there are no outparcel
developments in the pipeline in our Consolidated Portfolio. In connection with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007
Facility, and are limited to financing any development and redevelopment costs from distributions received from the Residual Joint Venture and equity contributions from Super LLC
that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow
in connection with such development costs. If we are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur
additional indebtedness, we may be unable to finance further development and redevelopment in our Consolidated Portfolio following exhaustion of the Residual Credit Facility.

We
also redevelop properties in our joint venture portfolios. During 2008, our joint venture portfolios completed five redevelopment project, the aggregate cost of which, including costs
incurred in prior years on the project, was approximately $18.6 million, of which our pro rata share was approximately $8.4 million. Our current joint venture redevelopment pipeline is
comprised of seven projects, the aggregate cost of which, including costs incurred in prior years, is expected to be approximately $130.8 million, of which our pro rata share will be
approximately $14.6 million. In addition, we also redevelop outparcels at properties in our joint venture portfolios and during 2008, our joint venture portfolios completed two outparcel
development projects, the aggregate cost of which, including costs incurred in prior years on the project, was approximately $9.5 million, of which our pro rata share was approximately
$1.9 million. Our current joint venture outparcel redevelopment pipeline is comprised of one project, the aggregate cost of which, including costs incurred in prior years, is expected to be
approximately $1.1 million, of which our pro rata share will be approximately $0.6 million. In connection with the Supplement to the Amended July 2007 Facility, we are no longer
permitted to make draws under our Amended July 2007 Facility and are limited to financing any development and redevelopment costs from distributions received from the Residual Joint Venture and equity
contributions from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. We also are limited by the terms of the Residual Credit Facility
as to how much we are able to borrow in connection with such development costs. If we are unable to negotiate additional capacity under the Residual Credit Facility, negotiate other liquidity
facilities or negotiate the ability to incur additional indebtedness, we may be unable to finance further development and redevelopment in our joint venture portfolios following exhaustion of the
Residual Credit Facility.

42

---



Table of Contents

We
regularly incur significant expenditures in connection with the re-leasing of our retail space, principally in the form of tenant improvements and leasing commissions. The
amounts of these expenditures can vary significantly, depending on negotiations with tenants and the willingness of tenants to pay higher base rents over the lives of the leases. In connection with
the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility, and are limited to financing any capital expenditures from
distributions received from the Residual Joint Venture and equity contributions from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds.
We also are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in connection with such obligations. If we are unable to negotiate additional capacity under the
Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur additional indebtedness, we may be unable to further finance these tenant improvements and leasing
commissions following exhaustion of the Residual Credit Facility.

Due
to certain covenants contained in our Amended July 2007 Facility and our Indentures, we are presently unable to incur additional indebtedness, and this restriction will limit our
flexibility in restructuring our existing indebtedness (including refinancing indebtedness coming due in 2009). Presently, we are limited to financing any development and redevelopment projects from
distributions received from the Residual Joint Venture and equity contributions from Super LLC that are funded with borrowings from the Residual Credit Facility and certain asset sales. We also
are limited by the terms of the Residual Credit Facility as to how much we are able to borrow in connection with such development costs. If we are unable to negotiate additional capacity under the
Residual Credit Facility, negotiate other liquidity facilities or negotiate the ability to incur additional indebtedness, we may be unable to finance development and redevelopment costs following
exhaustion of the Residual Credit Facility. In addition, due to financing constraints of our Australian parents, it is unlikely that they will be able to make additional equity contributions to
alleviate any short-term liquidity issues we may encounter.



Our long-term liquidity requirements consist primarily of funds necessary to pay for the principal amount of our
long-term debt as it matures, significant non-recurring capital expenditures that need to be made periodically at our properties and redevelopment or development projects that
we undertake at our properties. Until such time as we are able and permitted to put in place an appropriate liquidity facility, raise additional capital or negotiate the ability to incur additional
indebtedness, we do not presently have access to the capital necessary to satisfy these long-term liquidity requirements.

Our
ability to incur additional debt is dependent upon a number of factors, including our degree of leverage, the value of our unencumbered assets, our credit rating and borrowing
restrictions and covenants imposed by existing lenders. In connection with our refinancing difficulties, our credit ratings are all below investment grade. Standard & Poor's current rating is
CCC+; CreditWatch with developing implications. Fitch's current ratings is CCC; rating watch negative. Moody's current rating is Caa1 and under review for possible downgrade. There may be additional
reductions in our ratings depending on our operating performance and our ability to refinance the Amended July 2007 Facility. As a result of these downgrades, the terms of any financings we enter into
in the future, as well as our ability to secure any such financings, may be adversely affected.

Although
we have obtained extensions of short-term debt to December 31, 2010 that was due to expire on January 15, 2009, we are still working to reduce the
level of our long-term debt to address our liquidity issues.

We
are also working on plans to restructure and/or refinance our long-term debt, including the debt that was extended to December 31, 2010. Our ability to do so is
restricted by the factors listed

43

---



Table of Contents

above,
as well as also being impacted by the current and future condition of the credit market and also the current and future condition of the US retail real estate market.

We
have selectively effected asset sales to generate cash proceeds. During 2008, we generated approximately $106.3 million in gross proceeds through the disposal of
non-core and non-strategic properties and approximately $15.0 million from the disposition of certain properties and land parcels held through joint ventures. During
2007, we, and our predecessor, as applicable, generated approximately $21.9 million in gross proceeds through the disposal of non-core and non-strategic properties and
approximately $8.2 million from the disposition of certain properties and land parcels held through joint ventures. Our ability to generate cash from asset sales is limited by market
conditions. Our ability to sell properties in the future in order to raise cash will necessarily be limited if market conditions make such sales unattractive. Our ability to sell assets will also be
restricted by certain covenants included in the Amended July 2007 Facility and Indentures.

The
following table summarizes all of our known contractual cash obligations, excluding interest, to pay third parties as of December 31, 2008 (based on a calendar year, dollars
in thousands):

Contractual Cash Obligations

Total

Less than
1 year

1 - 3
years

3 - 5
years

More than
5 yearsDebt(1)

$
1,710,230

$
217,255

$
724,762

$
268,595

$
499,618Capital Lease Obligations


30,266


724


1,454


1,639


26,449Operating Leases(2)


18,706


849


1,709


1,784


14,364Redemption Rights(3)


9,386


9,386








Total

$
1,768,588

$
228,214

$
727,925

$
272,018

$
540,431


---

44

---



Table of Contents

In
connection with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility. We are presently considering what our
plans will be with respect to satisfying our contractual cash obligations, the balance of which represents the amount maturing under our Amended July 2007 Facility, as well as maturing mortgages and
scheduled amortization.

The
following table summarizes certain terms of our existing credit agreements as of December 31, 2008 (dollars in thousands):

Loan

Amount
Available
to be Drawn

Amount Drawn as of
December 31, 2008

Current Interest
Rate(1)

Maturity
DateAmended July 2007 Facility(2)

$


$
306,500

LIBOR plus 175 bp

2010Secured Term Loans





173,084

Variable(3)

2009 - 2010Total Credit Agreements

$


$
479,584


---

In
connection with the Supplement to the Amended July 2007 Facility, we are no longer permitted to make draws under our Amended July 2007 Facility. In addition, the Amended July 2007
Facility
requires that we maintain certain financial coverage ratios and other debt covenants. These coverage ratios and debt covenants include:



As
of December 31, 2008, we had approximately $830.2 million of indebtedness outstanding, excluding the impact of unamortized premiums, under three indentures, having a
weighted average interest rate of 5.8%. These indentures also contain covenants that require us to maintain certain financial coverage ratios.

In
addition to our Amended July 2007 Facility and indentures, as of December 31, 2008, we had approximately $400.4 million of mortgage debt outstanding, excluding the
impact of unamortized premiums, having a weighted average interest rate of 8.9% per annum. It should be noted that as at December 31, 2008, the Super Bridge Loan (totaling $1.9 billion)
of our parent is, wholly collateralized over its 100% membership interest in the Company.

Resolution
of our liquidity issues may be, in part, achieved through asset sales. If we are required to dispose of real estate assets quickly and in a manner other than normal fashion to
assist with our liquidity position, it is possible that these real estate assets would be sold at an accounting loss.

45

---



Table of Contents

Additionally,
our ability to sell real estate assets is restricted by a loan-to-asset covenant ratio as contained in the Indentures.

In
terms of potential equity investments, our ultimate parent investors are unlikely to make any equity contributions into us to assist with our liquidity position.

Off-Balance Sheet Arrangements

We do not believe that we currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a
material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

However,
in a few cases, we have made commitments to provide funds to unconsolidated joint ventures under certain circumstances. The liabilities associated with these joint ventures do
not show up as liabilities on our Consolidated Financial Statements.

The
following is a brief summary of the unconsolidated joint venture obligations that we have as of December 31, 2008, and to which we expect to make additional capital
contributions:



46

---



Table of Contents



In
addition, the following is a brief summary of the other unconsolidated joint venture obligations that we have as of December 31, 2008. Although we have agreed to contribute
certain amounts of capital that may be required by these joint ventures, as more fully described below, we do not expect that any significant capital contributions to the following joint ventures will
be required.



47

---



Table of Contents





In addition to the joint venture obligations described above, we also had the following contingent contractual obligations as of
December 31, 2008, none of which we believe will materially adversely affect us:



48

---



Table of Contents



Year2009

$
8492010


8522011


8572012


8902013


894Thereafter


14,364






We
are not presently involved in any material litigation arising outside the ordinary course of its business. However, we are involved in routine litigation arising in the ordinary
course of business, none of which is believed to be material in light of our reserves for such matters. In connection with a specific tenant litigation, and based upon certain rulings occurring during
the third quarter of 2005, we

49

---



Table of Contents

maintain
an aggregate reserve of approximately $4.5 million as of December 31, 2008. Given the increase in the reserve previously taken by our predecessor, and the current status of the
tenant litigation, we believe that any loss in excess of the established reserve would be immaterial.

For
a discussion of other factors which may adversely affect our liquidity and capital resources, please see the section titled "Risk Factors" in Item 1A of this Annual Report on
Form 10-K.

Description of Amended July 2007 Facility

The Amended July 2007 Facility is a $350.0 million revolving credit facility. On January 15, 2009, we entered into the
Supplement to the Amended July 2007 Facility modifying certain terms and conditions of the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered
into by us with Bank of America, as administrative agent, on February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and the December 2008
Facility Extension Agreement. Following the Supplement to the Amended July 2007 Facility, the Amended July 2007 Facility has a maturity date of December 31, 2010. As of January 15, 2009,
we had an aggregate of $306.5 million borrowing outstanding under the Amended July 2007 Facility. Borrowings under the Amended July 2007 Facility bear interest at a rate per annum equal to, at
our option, LIBOR or the prime rate, plus an applicable margin of 1.75%. To comply with our agreement to pay interest on the Amended July 2007 Facility at the same rate as applied to the Prior Super
Bridge Loan, we agreed to pay interest on the outstanding balance that accrued during the period from December 16, 2007 through February 14, 2008 at a rate equal to LIBOR or the prime
rate plus 1.75% less the applicable margin in effect immediately prior to the amendment entered into on February 14, 2008. In addition to the interest that accrues and is paid currently, upon
the occurrence of an event of default, additional interest would accrue from May 7, 2008 at a rate of 5.5%, thereby increasing the total interest rate to LIBOR or the prime rate plus 7.25%.
This additional interest becomes due and payable only upon the occurrence of an event of default as defined in the Amended July 2007 Facility. For illustrative purposes only, if such event of default
had arisen as of December 31, 2008, total additional interest to be accrued would be approximately $11.3 million. No such event of default has occurred, therefore interest continues to
accrue at LIBOR or the prime rate plus 1.75%.

Additionally,
if an event of default occurs and is continuing, interest on the balance accrues at a rate equal to LIBOR or the prime rate plus 11.25% (an increase of 4%). The new default
interest rate provided under the Amended July 2007 Facility is applicable from the date of such event of default. No
further borrowings under the Amended July 2007 Facility are permitted and any amounts repaid or prepaid prior to the maturity date may not be reborrowed.

The
Amended July 2007 Facility is secured with assets held by us, as well as by certain assets held by the Residual Joint Venture.

Additionally,
the loans and other obligations under the Amended July 2007 Facility are required to be paid, and the commitments will be reduced accordingly, upon the receipt by us of net
proceeds from the disposition of certain properties. Net proceeds in respect of certain casualty and condemnation events affecting certain properties are required to be applied towards the prepayment
of the loans as well. Except under certain limited circumstances, we are prohibited from selling or transferring property, making equity issuances or making payments of cash or other property with
respect to indebtedness without lender consent. The requirement that we manage at least 90% of our properties was revised to permit the Management Joint Venture or one of its indirect or direct
subsidiaries to also act as manager of such properties.

CPT
and CPL agreed under the Supplement to the Amended July 2007 Facility to take and avoid taking certain actions with respect to us, such as (i) entering into any agreement that
limits our flexibility, or grants lender consent rights, with respect to the sale of our assets, (ii) obtaining guaranties from us with respect to parent debt, (iii) pledging any of our
assets in favor of their creditors, and

50

---



Table of Contents

(iv) permitting
us to transfer assets to CPT and CPL. A breach of such covenants was made an event of default under the Supplement to the Amended July 2007 Facility. The Supplement to the
Amended July 2007 Facility also releases the parent Company guaranty under that certain Guaranty Agreement, dated July 31, 2007, by and among CPT and CPL as guarantors in favor of Bank of
America, N.A., as administrative agent.

As
part of the Supplement to the Amended July 2007 Facility which was executed on January 15, 2009, we agreed to put in place an interest rate cap with respect to the debt under
the Amended July 2007 Facility. The strike rate of the interest rate cap is 2.6%.

There
are 7 separate letters of credit outstanding under the Amended July 2007 Facility in connection with certain property or insurance related matters. As of December 31, 2008,
there was no balance outstanding under any of the letters of credit. If the letters of credit were fully drawn, the combined maximum amount of exposure would be approximately $12.5 million. The
expiration of these letters of credit may be automatically extended pursuant to the terms of the Amended July 2007 Facility and Bank of America, as the issuing bank under these letters of credit, has
agreed not to prevent the automatic extension of such letters of credit.

The
Amended July 2007 Facility contains various representations, warranties and covenants customary for financings of this type, including, among others, mandatory prepayment upon the
occurrence of certain events. Under the Amended July 2007 Facility, we are also subject to compliance with certain covenants substantially similar to those contained in our Indentures relating to the
public notes. These covenants include: (i) total debt to total adjusted assets of no more than 65%; (ii) total secured debt to total adjusted assets of no more than 40%;
(iii) unencumbered total asset value not to be less than 100% of the aggregate principal amount of all of our outstanding unsecured debt and that of our subsidiaries; and
(iv) consolidated income available for debt service of at least 1.5 times the maximum annual service charge on total debt.

The
Amended July 2007 Facility contains customary defaults, including, among others: the nonpayment of interest or principal of any loan; failure to comply with restrictions on use of
proceeds; failure to observe or perform covenants under any loan document, including the Supplement to the Amended July 2007 Facility; bankruptcy or insolvency; certain judgments and decrees; change
of control; defaults under the Super Bridge Loan, Residual Credit Facility and Amended and Restated Preston Ridge Facility; and defaults under any existing credit facility of us, our subsidiaries and
certain of our affiliates in excess of $10 million.

Amounts
outstanding under the Amended July 2007 Facility are guaranteed pursuant to an Amended and Restated Guaranty Agreement dated July 31, 2007, by and among certain of our
subsidiaries, as guarantors in favor of the administrative agent and the Guaranty, dated as of March 28, 2008, from certain subsidiaries of Centro NP Residual Holding LLC in favor of the
administrative agent.

Description of Residual Credit Facility

The Residual Credit Facility is a $370.0 million credit facility entered into by certain subsidiaries of the Residual Joint
Venture (the "Residual Credit Facility Borrowers") on January 15, 2009. The Residual Credit Facility is collateralized by properties owned by the Residual Credit Facility Borrowers and certain
other subsidiaries of the Residual Joint Venture and has a maturity date of December 31, 2010. The Residual Credit Facility is guaranteed by Super LLC, the Residual Joint Venture, Centro
NP Residual Holding Sub 1, LLC, a subsidiary of the Residual Joint Venture and the 100% owner of each of the borrowers under the Residual Credit Facility, and certain other subsidiaries of the
Residual Joint Venture. An initial draw on the Residual Credit Facility in the amount of approximately $150.0 million was used for the repayment of a portion of the Super Bridge Loan, the
payment of the DownREIT Partnership Redemption Obligation and the payment of the Secured Term Loan Payments. The

51

---



Table of Contents

remaining
proceeds of the Residual Credit Facility may be used for development and redevelopment of certain properties, the payment of certain maturing debt and general corporate cash needs. However,
we do not control the Residual Joint Venture and cannot cause the Residual Joint Venture to make a draw under the Residual Credit Facility or distribute the proceeds therefrom.

Borrowings
under the Residual Credit Facility bear interest at a rate per annum equal to, at our option, the prime rate or LIBOR plus an applicable margin of 3.75%. Additionally, if an
event of default occurs and is continuing, interest on the outstanding balance accrues at a rate equal to LIBOR or the prime rate plus 7.75%, not to exceed the maximum nonusurious interest rate under
the laws of the state of New York. The Residual Credit Facility is not a revolving credit facility and any amounts repaid or prepaid prior to the maturity date may not be reborrowed.

Additionally,
mandatory draws of the Residual Credit Facility and the distribution of such proceeds up to Super LLC are required to repay loans and other obligations under the
Super Bridge Loan, and the commitments will be reduced accordingly, upon the receipt by Super LLC or its subsidiaries of net proceeds from the disposition of certain properties. The Residual
Credit Facility Borrowers are prohibited from selling or transferring any properties owned by the Residual Credit Facility Borrowers without lender consent.

The
Residual Credit Facility contains various representations, warranties and covenants customary for financings of this type, including, among others, mandatory prepayment upon the
occurrence of certain events. Under the Residual Credit Facility, we are also subject to compliance with certain covenants, which include: (i) consolidated EBITDA to consolidated total debt of
no less than 9.3%; and (ii) consolidated EBITDA to consolidated total interest expense of no less than 1.47 to 1.00.

The
Residual Credit Facility contains customary defaults, including, among others: the nonpayment of interest or principal of the loan; failure to comply with restrictions on use of
proceeds; failure to observe or perform covenants including the financial covenants described above; bankruptcy or insolvency; certain judgments and decrees; change of control; and defaults under the
Super Bridge Loan and Amended and Restated Preston Ridge Facility.

Inflation

The majority of our leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses
enabling us to receive percentage rents, which generally increase as prices rise but may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to
increases in the consumer price index or similar inflation indices. In addition, we believe that many of our existing lease rates are below current market levels for comparable space and that upon
renewal or re-rental such rates may be increased to be consistent with, or get closer to, current market rates. This belief is based upon an analysis of relevant market conditions,
including a comparison of comparable market rental rates, discussions with our property manager, and upon the fact that many of our leases have been in place
for a number of years and may not contain escalation clauses sufficient to match the increase in market rental rates over such time. Most of our leases require the tenant to pay its share of operating
expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we
periodically evaluate our exposure to interest rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates
on our floating rate loans.

In
the normal course of business, we also face risks that are either non-financial or non-qualitative. Such risks principally include credit risks and legal
risks.

52

---



Table of Contents

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

As of December 31, 2008, we had approximately $8.2 million of outstanding floating rate mortgages. We also had
approximately $306.5 million outstanding under our floating rate Amended July 2007 Facility and $173.1 million outstanding under floating rate secured term loans. We do not believe that
the interest rate risk represented by our floating rate debt is material as of December 31, 2008, in relation to our approximately $1.8 billion of outstanding total debt and our
approximately $4.2 billion of total assets as of that date. This assessment may change depending upon changes in market floating interest rates in the short term.

We
had two reverse arrears swap agreements. The reverse arrears swap agreements effectively convert the interest rate on $65.0 million of the Company's debt from a fixed rate to a
blended floating rate of 30 basis points over the six-month LIBOR rate. The two reverse arrears swap agreements terminate on February 1, 2011. Both of these swaps were cash settled
on August 6, 2008 for approximately $0.4 million. As of December 31, 2008, we did not hold any derivative financial instruments.

Hedging
agreements may expose us to the risk that the counterparties to these agreements may not perform, which could increase our exposure to fluctuating interest rates. Generally, the
counterparties to hedging agreements that we enter into are major financial institutions. We may borrow additional money with floating interest rates in the future. Increases in interest rates, or the
loss of the benefit of existing or future hedging agreements, would increase our expense, which would adversely affect cash flow and our ability to service our debt. Future increases in interest rates
will increase our interest
expense as compared to the fixed rate debt underlying our hedging agreements and we could be required to make payments to unwind such agreements.

If
market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by
approximately $4.9 million. If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and
cash flows by approximately $4.9 million. This assumes that the amount outstanding under our variable rate debt remains at approximately $487.7 million, the balance as of
December 31, 2008. If market rates of interest increase by 1%, the fair value of our total outstanding debt would decrease by approximately $124.6 million. If market rates of interest
decrease by 1%, the fair value of our total outstanding debt would increase by approximately $268.9 million. This assumes that our total debt outstanding remains at approximately
$1.8 billion, the balance as of December 31, 2008.

As
of December 31, 2008, we had no material exposure to foreign currency exchange risk, commodity price risk or equity price risk. In addition to the other factors which may
constrain our ability to refinance our short-term debt obligations addressed elsewhere in this Annual Report on Form 10-K, our ability to refinance such obligations may
be further constrained as a result of recent dislocations in the global credit markets.

Item 8.Financial Statements and Supplementary Data

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on
page F-1 of this Annual Report on Form 10-K.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

53

---



Table of Contents

Item 9A.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period
covered by this Annual Report on Form 10-K.

Management's Report on Internal Control Over Financial Reporting

Management's report on internal control over financial reporting is set forth on page F-2 of this Annual Report on
Form 10-K, and are incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information

Not applicable.

54

---





Table of Contents

PART III

Item 10.Directors, Executive Officers, and Corporate Governance

DIRECTORS AND EXECUTIVE OFFICERS

Our Executive Officers and Directors

As a result of the merger transaction described in Item 1 of this Annual Report on Form 10-K, the Common
Stock of New Plan ceased to be outstanding as of April 20, 2007, and was accordingly de-listed under Section 12 of the Securities Exchange Act of 1934, as amended. As a
result of the Merger and Liquidation, all of New Plan's assets were transferred to us and we assumed all of its liabilities. We are a Maryland limited liability company. In accordance with our
organizational documents, our business and affairs are managed by our sole member, Super LLC. In accordance with Super LLC's organizational documents, Super LLC's business and
affairs are managed by six members, each of whose affairs are governed by a board of directors. Accordingly, we do not have any directors. All of our named executives are employed by the Management
Joint Venture, but are paid up until December 31, 2008 by us. Where the named executive was employed by the Management Joint Venture prior to April 20, 2007, the executive was paid
directly by the Management Joint Venture.

Set
forth below are the name, age and position of each of our executive officers:

Glenn
J. Rufrano, age 59, has served as the Chief Executive Officer and President for us and the Management Joint Venture since April 20, 2007. Mr. Rufrano has served as
the Chief Executive Officer of the Centro Properties Group since January 15, 2008. Mr. Rufrano served as the Chief Executive Officer of New Plan from February 2000 through
February 20, 2007. From February 2000 until March 2002, Mr. Rufrano also served as President of New Plan. He was a partner in The O'Connor Group, a diversified real estate firm, from its
inception in 1983 until March 2000. He was Chief Financial Officer of The O'Connor Group from June 1990 to November 1994 and President and Chief Operating Officer from November 1994 to March 2000. He
also was Co-Chairman of The Peabody Group, an association between The O'Connor Group and J.P. Morgan & Co., Inc., from September 1998 to March 2000. On
February 27, 2009, Glenn Rufrano relinquished his positions as Chief Executive Officer and President of the Company but retained his position as Chief Executive Officer of Centro Properties
Group.

John
Braddon, age 43, has served as the Executive Vice President and Chief Financial Officer for us and the Management Joint Venture since May 21, 2007. Mr. Braddon served
as Vice President, Corporate Reporting of the Management Joint Venture from January 2006 until May 2007. Prior thereto, he served as Audit Director at ANZ Bank in Australia since February 2005. Prior
thereto, he served as Financial Controller for Uecomm Pty Ltd. since December 2001.

Steven
Siegel, age 48, has served as the Executive Vice President for us and the Management Joint Venture since April 20, 2007 and Secretary since May 21, 2007.
Mr. Siegel was Executive Vice President of New Plan since March 2002 and the General Counsel of New Plan since 1991. He was New Plan's Senior Vice President from September 1998 to March 2002.

Michael
Moss, age 40, has served as our Executive Vice President since February 27, 2007. Mr. Moss has also served as Vice President, National Director of Leasing of the
Management Joint Venture since July 2006. Prior thereto, he served as Vice President and Director of Leasing of the Management Joint Venture since April 2005. Prior thereto, he served as Vice
President and Director of Leasing of Kramont Realty Trust since July 2003. Prior thereto, he served as Vice President of Leasing of Kramont Realty Trust.

Michael
Carroll, age 40, has served as the Executive Vice President for us and the Management Joint Venture since April 20, 2007. Mr. Carroll was Executive Vice
PresidentReal Estate Operations of New Plan from March 2005 to April 20, 2007. From March 2002 to March 2005, he was New Plan's Senior Vice PresidentDirector of
Redevelopment. Between November 1992 and March 2002,

55

---



Table of Contents

Mr. Carroll
held various positions at New Plan, including Vice PresidentAsset Management, Vice PresidentLeasing and Assistant Vice PresidentLeasing.
Effective February 27, 2009, we have appointed Michael Carroll to fill Mr. Rufrano's previous positions as Chief Executive Officer and President of the Company.

Leonard
Brumberg, age 65, served as the Executive Vice President for us and the Management Joint Venture since April 20, 2007. Mr. Brumberg was Executive Vice
PresidentPortfolio Management of New Plan from March 2005 to April 20, 2007 and an Executive Vice President of New Plan from September 2000 to April 20, 2007.
Mr. Brumberg was Managing Director and Chief Operating Officer of City Center Retail Trust, a private REIT, from October 1997 to September 2000. Effective October 31, 2008,
Mr. Brumberg is no longer an officer of the Company nor an employee of the Management Joint Venture.

Dean
Bernstein, age 50, has served as the Executive Vice President for us and the Management Joint Venture since April 20, 2007. Mr. Bernstein was Executive Vice
PresidentAcquisitions/Dispositions of New Plan from March 2005 to April 20, 2007 and was employed by New Plan since 1991. He was New Plan's Senior Vice
PresidentAcquisitions/Dispositions from January 2001 to February 2005 and its Senior Vice PresidentFinance from September 1998 to January 2001.

Steve
Splain, age 47, has served as Executive Vice President for us and the Management Joint Venture since July 1, 2008 and Senior Vice PresidentChief Accounting
Officer since April 20, 2007. Prior thereto Mr. Splain served as Senior Vice PresidentChief Accounting Officer of New Plan. He joined New Plan in 2000. Prior thereto, he
spent five years as Corporate Controller of Grove Property Trust and ten years as a tax manager specializing in real estate with Blum, Shapiro & Co, CPAs.

AUDIT COMMITTEE FINANCIAL EXPERT AND AUDIT COMMITTEE

We are not required to and do not maintain an audit committee at this time, nor do we have, as previously discussed above, a board of
directors, board of managers or other similar governing body. It is currently expected that our executive officers will oversee the accounting and financial reporting processes and audits of our
financial statements.

CODE OF ETHICS

We have not yet adopted a code of ethics and do not anticipate adopting one.

DIRECTOR NOMINATIONS BY SECURITYHOLDERS

Prior to the Merger and Liquidation, New Plan maintained a corporate governance and nominating committee that, among other things,
considered all persons recommended by New Plan's stockholders in the same manner as all other director candidates and established procedures by which interested stockholders who wished to submit
qualified candidates could do so. We are not required to and do not maintain such a committee or such procedures due to the fact that we are wholly owned by Super LLC and do not have a board of
directors.

Item 11.Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

As noted above, we assumed all of New Plan's assets and liabilities on April 20, 2007. Prior to that date, we did not conduct
any business. Information included in this Item 11 relates to the compensation paid to our named executive officers, as identified in the Summary Compensation Table below, for services they
performed from January 1, 2008 through December 31, 2008.

56

---



Table of Contents

Beginning
April 20, 2007 and throughout 2008, each of our named executive officers who had previously been employed by our predecessor became employed by the Management Joint
Venture which is indirectly controlled by CPL. Each of our named executive officers serves as an officer of both us and the Management Joint Venture, but we do not have any employees.

Each
of our named executive officers was, throughout 2008, paid by the Management Joint Venture. All compensation objectives, policies and decisions made with respect to the amounts or
forms of compensation paid to our named executive officers were and are made by the Management Joint Venture. We do not participate in this decision-making process, but merely pay management fees to
the Management Joint Venture which then uses a portion of such fees, together with fees collected from other properties managed by the Management Joint Venture, to pay the salaries of and otherwise
compensate our named executive officers and its other employees.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

The following tables contain compensation information of our named executive officers for the period beginning on April 20, 2007
and ending December 31, 2008. Such compensation relates to all services rendered by the officers for the Management Joint Venture and us, and thus does not reflect, and we are not able to
apportion, compensation paid to the officers solely for services provided to us.

Summary Compensation Table

Name and Principal Position(1)

Year

Salary
($)

Bonus
($)

All Other
Compensation
($)

Total
($)Glenn J. Rufrano,


2008


1,166,769
(2)

1,866,438
(3)

45,692
(5)

3,078,899President and Chief Executive Officer


2007


477,693


1,750,000
(4)

2,000,000
(6)

4,227,693John Braddon,


2008


331,000


312,251
(3)

253,683
(5)

896,934Executive Vice President and Chief Financial Officer


2007


230,150


122,290
(4)

1,017,523
(6)

1,369,963Michael Carroll,


2008


404,423


605,001
(3)




1,009,424Executive Vice President


2007


281,538


595,000
(4)

800,000
(6)

1,676,538Steven F. Siegel,


2008


363,312


506,525
(3)




869,837Executive Vice President and Secretary


2007


246,592


607,500
(4)

630,000
(6)

1,484,092Michael Moss,
Executive Vice President


2008


336,346


281,001
(3)

30,499
(5)

647,846Leonard Brumberg,
Former Executive Vice President


2008


301,473


704,126
(3)




1,005,599


---

57

---



Table of Contents



58

---



Table of Contents



59

---



Table of Contents

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table



We are not a party to any employment or similar agreement with our named executive officers. In July 2007, the Management Joint Venture
entered into employment agreements with each of Messrs. Rufrano, Carroll, Siegel and Brumberg and also amended the terms of Mr. Braddon's employment agreement. In December 2007, the
Management Joint Venture entered into an employment agreement with Mr. Moss. In March 2008, Centro WCJV LP Inc. entered into an employment agreement with Mr. Rufrano which
replaced his previous employment agreement with the Management Joint Venture. The principal terms of each of these agreements are summarized below, except with respect to potential payments and other
benefits upon certain terminations or a change in control of the Management Joint Venture or Centro Properties Group, which are summarized below under "Potential Payments upon Termination or Change in
Control".



The
Management Joint Venture's employment agreement with Messrs. Rufrano, Carroll and Siegel contains substantially similar terms (other than
compensation amounts) and is summarized below. Mr. Rufrano's employment agreement with the Management Joint Venture was terminated when he entered into a new 2008 employment agreement with
Centro WCJV LP, Inc. on March 26, 2008 (summarized below). However, Mr. Rufrano's employment agreement with the Management Joint Venture is described below because portions
of his cash compensation was paid pursuant to his old employment agreement until he entered into the 2008 agreement. Other compensation-related provisions of the old agreement were waived upon the
execution of the 2008 agreement.

Each
of Messrs. Carroll and Siegel's employment agreement provides for a term ending on July 23, 2008, and extends automatically for additional one-year periods
unless either the Management Joint Venture or the executive elects not to extend the term. Under the employment agreement, each named executive officer received two cash bonuses. First, he received a
bonus covering the period from when he commenced employment under the employment agreement through June 30, 2007 (the fiscal year end of Centro Properties Group). In addition, he received a
bonus payment in consideration of
entering into the employment agreement (the "Retention Bonus"), 50% of which was paid to him in July 2007, and 50% of which is payable to him on April 20, 2009; provided, that his employment is
not terminated by the Management Joint Venture for cause, or by him without good reason, prior to such date. The amounts of such bonuses are included in the "Bonus" column of the Summary Compensation
Table set forth above.

Under
Mr. Rufrano's employment agreement with the Management Joint Venture, the named executive officer also received two cash bonuses. First, he received a bonus covering the
period from when he commenced employment under the employment agreement through June 30, 2007. In addition, he received a Retention Bonus, 50% of which was paid to him in July 2007. The second
installment of Mr. Rufrano's Retention Bonus that was payable pursuant to this employment agreement was paid to him in 2008 by Centro WCJV LP Inc. as consideration for his
entering into the 2008 employment agreement with Centro WCJV LP Inc. (summarized below). The amounts of such bonuses are included in the "Bonus" column of the Summary Compensation Table
set forth above.

Under
the employment agreement, each named executive officer also will be eligible to receive short-term incentive bonuses based on the achievement of certain financial goals
for the years ending June 30, 2008 and beyond, as determined by the Management Joint Venture. These goals relate to the overall financial performance of Centro Properties Group's real estate
operations, which include operations of entities in addition to us. If these goals are achieved, each executive may receive a short-term incentive cash bonus equal to a percentage of his
base salary (60 - 85% of base salary with respect to Mr. Siegel, 70 - 100% of base salary with respect to Mr. Carroll and 100 -
150% of base

60

---



Table of Contents

salary
with respect to Mr. Rufrano). Each named executive officer also will be entitled to receive certain long-term incentive awards, including stock options and restricted shares,
from time to time. Each named executive officer also will be entitled to participate in all employee benefit plans, programs and arrangements made available to other Management Joint Venture senior
executives generally.



Mr. Rufrano
entered into an employment agreement with Centro WCJV LP Inc. on March 26, 2008, under which he serves as Chief
Executive Officer of Centro Properties Group. By executing the agreement, Mr. Rufrano agreed to terminate and waive all rights under his previous employment agreement with the Management Joint
Venture. The 2008 agreement provides for a one year term beginning on January 15, 2008, unless terminated earlier according to the agreement, and may continue for a longer period of time with
substantially similar terms unless or until a new agreement is reached between the parties. Pursuant to the terms of his employment agreement, Mr. Rufrano is eligible to receive a
short-term incentive bonus equal to 150% of his
annual base salary of $1,200,000, upon the occurrence of certain events including a change in control or recapitalization of Centro Properties Group or at the discretion of the board of directors of
CPL. For fiscal year 2007/2008 he will be granted options to purchase 1,000,000 shares in Centro Properties Group securities. Additionally, the employment agreement provides that Mr. Rufrano
remained entitled to the second payment of his Retention Bonus, as provided in his previous employment agreement with the Management Joint Venture, which was paid as a lump sum of $1,500,000 in 2008
as consideration for his entering into the new agreement. The employment agreement also provides for relocation assistance and a living away from home allowance. While in the United States,
Mr. Rufrano will be entitled to participate in all employee benefit plans, programs and arrangements made available to other Centro WCJV LP, Inc. senior executives generally.
Mr. Rufrano will be provided with private health insurance coverage for he and his immediate family during their time in Australia. Effective February 27, 2009, Mr. Rufrano
relinquished his position as Chief Executive Officer and President of the Company, in connection with renewing his term as Chief Executive Officer of Centro Properties Group. The terms of his most
recent employment agreement under which he will serve as Chief Executive Officer of Centro Properties Group have not been finalized.



The
Management Joint Venture's employment agreements with Messrs. Moss and Brumberg contain similar terms and are summarized below. The employment
agreements provide for terms ending on December 5, 2008 with respect to Mr. Moss and July 30, 2008 with respect to Mr. Brumberg, and extend automatically for additional
one-year periods unless either the Management Joint Venture or the executive elects not to extend the term. Mr. Brumberg received a bonus payment of $985,000 in consideration of
entering into the employment agreement (the "Retention Bonus"), 50% of which was paid to him in July 2007 and 50% of which was paid to him in April 2008 (and which also is included in the "Bonus"
column of the Summary Compensation Table set forth above). Under Mr. Moss' employment agreement, the Management Joint Venture shall provide him with an interest-free loan of
$1,000,000 to assist with the costs of acquiring a new residence. Sixty percent of the loan balance then outstanding shall be forgiven if Mr. Moss is still employed on the third anniversary of
the loan and the remaining balance shall be forgiven on the fifth anniversary of the loan if Mr. Moss is still employed by the Management Joint Venture at such time. If prior to the third
anniversary of the loan, Mr. Moss' employment is terminated by the Management Joint Venture without cause or by Mr. Moss for good reason, then $600,000 of the loan balance shall be
forgiven and Mr. Moss shall have one year to repay the remaining $400,000. If after the third anniversary, but prior to the fifth anniversary of the loan, Mr. Moss' employment is
terminated by the Management Joint Venture without cause or by Mr. Moss for good reason then the remaining balance of the loan then outstanding shall be forgiven.

61

---





Table of Contents

Under the employment agreements, both Messrs. Moss and Brumberg also will be eligible to receive short-term incentive bonuses based on the
achievement of certain financial goals for the years ending June 30, 2008 and beyond, as determined by the Management Joint Venture. These goals relate to the overall financial performance of
Centro Properties Group's real estate operations, which include operations of entities in addition to us. If these goals are achieved, the executives may receive a short-term incentive
cash bonus equal to 30-42.5% of base salary with respect to Mr. Moss and 25-37.5% of base salary with respect to Mr. Brumberg. Messrs. Moss and Brumberg
also will be entitled to receive certain long-term incentive awards, including stock options and restricted shares, from time to time. They will be entitled to participate in all employee
benefit plans, programs and arrangements made available to other Management Joint Venture senior executives generally. Effective October 31, 2008, Mr. Brumberg is no longer an officer of
the Company nor an employee of the Management Joint Venture.



Mr. Braddon
maintains an employment agreement with CPT Custodian Pty Limited (as trustee for Centro Management Services Trust and a member of the Centro
Properties Group), under which he is seconded to the Management Joint Venture. Pursuant to the terms of the employment agreement with Mr. Braddon, his base salary is reviewed annually, and his
target and maximum bonuses are 25% and 50%, respectively, each of which bonus is subject to a market and
position allowance. As of July 1, 2007, Mr. Braddon is eligible to receive a further bonus up to a maximum of 35% of his base salary, plus a market and position allowance, assessed
against the achievement of certain targets. Mr. Braddon is also eligible to participate in the Centro Employee Share Plan. In addition, Mr. Braddon's employment may be terminated by
either party with four weeks written notice or with payment in lieu of notice for some or all of the notice period. Such notice is not required if Mr. Braddon's employment is terminated for
cause.

Grants of Plan-Based Awards in 2008

As the Centro Employee Share Plan pertains to Centro Properties Group, an Australian publicly traded company, the exercise and closing
market price information is shown in Australian Dollars (A$). For disclosure of compensation information in other sections of Item 11 of this filing, the information has been converted to
United States Dollars (US$) using the average exchange rate for 2008 of A$:US$ of 0.8525.

Name

Grant Date

Date of Board
Action
Approving
Award Grant

All Other Option
Awards: Number
of Securities
Underlying
Options
(#)(1)

Exercise or Base
Price of Option
Awards
($/Sh)(2)(3)

Closing Market
Price of Option
on Grant Date
($/Sh)(3)

Grant Date Fair
Value of Stock
and Option
Awards
($)(4)Glenn J. Rufrano


1/15/08


1/13/08


1,000,000

A$
0.50

A$
0.60


John Braddon

















Michael Moss

















Steven F. Siegel

















Michael Carroll

















Leonard Brumberg




















---

62

---



Table of Contents

Outstanding Equity Awards at Fiscal Year-End(as of fiscal year ended December 31, 2008)

Awards in this table represent grants of stock options and restricted shares in Centro Properties Group, an Australian publicly traded
company, pursuant to an employment agreement between the named executive officer and the Management Joint Venture. As Centro Properties Group is an Australian publicly traded company, the exercise
price and calculation of rights that have not vested are shown in Australian Dollars (A$). For disclosure of compensation information in other sections of Item 11 of this filing, the
information has been converted to United States Dollars (US$) using the average exchange rate for 2008 of A$:US$ of 0.8525.

Stock AwardsEquity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(5)Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)





Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Option AwardsName

Option
Exercise
Price
($)

Option
Expiration
DateGlenn J. Rufrano


1,000,000
(1)



A$
0.50


3/15/10





439,100
(2)



A$
8.1523


7/31/17








175,640
(3)
A$
8.1523


7/31/17

















53,040
(4)
A$
4,031.04John Braddon

















Steven F. Siegel


138,400
(2)



A$
8.1523


7/31/17








55,360
(3)
A$
8.1523


7/31/17

















16,720
(4)
A$
1,270.72Michael Carroll


175,700
(2)



A$
8.1523


7/31/17








70,280
(3)
A$
8.1523


7/31/17

















21,240
(4)
A$
1,614.24Michael Moss


30,000
(6)



A$
8.41


12/08/16








44,000
(7)
A$
9.05


3/23/17








16,000
(8)
A$
6.4510


5/01/16





Leonard Brumberg




















---

63

---



Table of Contents

Potential Payments upon Termination or Change in Control

The following discussion summarizes the potential payments and acceleration rights upon certain terminations and/or a change in control
of the Company for each of the named executive officers, assuming a December 31, 2008 termination or change in control date. These payments and acceleration rights are contained within the
named executive officers' employment agreements, the Centro Employee Security Plan and the Centro Executive Option Plan and related award agreements. The amount payable to or realized by each named
executive officer may vary depending on the nature of the termination, whether as a result of termination by the Management Joint Venture without "cause" or by the executive for "good reason" (which
except for Mr. Rufrano, is defined to include a "change in control" of Centro Properties Group, the Management Joint Venture or Centro US), or in the event of death or disability of the
executive. Except with respect to Messrs. Rufrano and Braddon, in the event the executive becomes disabled or his employment terminates during the term, any payments or benefits to which he is
entitled under his employment agreement is subject to his execution and non-revocation of a release of claims. For purposes of quantifying the value of continued insurance coverage
benefits presented in the disclosure below, we have estimated a value of such insurance benefits based on the amount the Management Joint Venture would pay under COBRA for insurance coverage on behalf
of the named executive officer over the applicable time period.

For
purposes of the employment agreements for Messrs. Rufrano, Siegel, Carroll, Moss and Brumberg, "cause" is defined as follows:

Cause
generally means:



64

---



Table of Contents



For
purposes of the employment agreements for Messrs. Siegel, Carroll, Moss and Brumberg, "good reason" is defined as follows:

Good
reason generally means:



For
purposes of the employment agreement for Mr. Rufrano, "good reason" is defined as follows:

Good
reason generally means, without the executive's consent:



65

---



Table of Contents



For
purposes of calculating the amounts below that relate to the full vesting of all unvested stock options and restricted stock awards, we based such calculations on the closing trading
price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 and an average 2008 exchange rate for A$:US$ of 0.8525.

Glenn J. Rufrano.If Mr. Rufrano's employment is terminated by Centro WCJV LP, Inc. or by Mr. Rufrano at the end of
the
term or by Mr. Rufrano for good reason, then pursuant to the terms of Mr. Rufrano's employment agreement and equity award agreements, Mr. Rufrano will be entitled to the following
severance benefits:





In
the event of a change in control, regardless of whether Mr. Rufrano elects to terminate his employment for good reason, Mr. Rufrano would be entitled to 150% of his base salary as a
short-term incentive bonus. As of December 31, 2008, the value of this benefit would have been $1,800,000. All of Mr. Rufrano's unvested stock options and restricted stock
awards become fully vested. As of December 31, 2008, the value of this benefit would have been $8,591.

Steven F. Siegel.If Mr. Siegel's employment is terminated by the Management Joint Venture without cause or by Mr. Siegel for
good
reason (which includes a change in control of Centro Properties Group, the Management Joint Venture or Centro US), then pursuant to the terms of Mr. Siegel's employment agreement and equity
award agreements, Mr. Siegel will be entitled to the following severance benefits:



66

---



Table of Contents



In
the event of a change in control, regardless of whether Mr. Siegel elects to terminate his employment for good reason, all of Mr. Siegel's unvested stock options and restricted stock
awards become fully vested. As of December 31, 2008, the value of this benefit would have been $2,708.

In
the event that payment is made in connection with a "change in control", such payment will be reduced to the extent it would cause Mr. Siegel's total termination benefits to constitute
"excess" parachute payments under Section 280G of the Code, subjecting Mr. Siegel to an excise tax under Section 4999(a) of the Code; provided, however, the foregoing reduction
will not take place if the after-tax value of Mr. Siegel's termination benefits calculated with this restriction are less than such termination benefits calculated without the
restriction.

If
Mr. Siegel's employment is terminated upon his disability, he will be entitled to the following severance benefits:



67

---







Table of Contents

If Mr. Siegel's employment is terminated upon his death, his beneficiary, legal representative or estate will be entitled to the following severance
benefits:



Michael Carroll.If Mr. Carroll's employment is terminated by the Management Joint Venture without cause or by Mr. Carroll for
good
reason (which includes a change in control of Centro Properties Group, the Management Joint Venture or Centro US), then pursuant to the terms of Mr. Carroll's employment agreement and equity
award agreements, Mr. Carroll will be entitled to the following severance benefits:





In
the event of a change in control, regardless of whether Mr. Carroll elects to terminate his employment for good reason, all of Mr. Carroll's unvested stock options and restricted
stock awards become fully vested. As of December 31, 2008, the value of this benefit would have been $3,440.

In
the event that payment is made in connection with a "change in control", such payment will be reduced to the extent it would cause Mr. Carroll's total termination benefits to constitute
"excess"

68

---



Table of Contents

parachute
payments under Section 280G of the Code, subjecting Mr. Carroll to an excise tax under Section 4999(a) of the Code; provided, however, the foregoing reduction will not
take place if the after-tax value of Mr. Carroll's termination benefits calculated with this restriction are less than such termination benefits calculated without the restriction.

If
Mr. Carroll's employment is terminated upon his disability, he will be entitled to the following severance benefits:



If
Mr. Carroll's employment is terminated upon his death, his beneficiary, legal representative or estate will be entitled to the following severance
benefits:



John Braddon.Pursuant to the terms of Mr. Braddon's employment agreement with CPT Custodian Pty Limited (as trustee for Centro
Management
Services Trust and a member of the Centro Properties Group), under which he is seconded to the Management Joint Venture, generally if Mr. Braddon's secondment is terminated and he is not placed
in a suitable, comparable position, he is entitled to receive a severance package in accordance with the Centro Properties Group redundancy policy. This redundancy policy generally provides for a
severance payment of a specified number of weeks worth of salary based on length of service and age. Such payment is provided when a restructure of staffing results in the elimination of a position
and the executive is not employed in an alternate suitable position. As of December 31, 2008, this payment would have been $66,200. In the event of Mr. Braddon's death or total and
permanent disability he is entitled to a payment in the amount of a multiple of his base salary based on his age. As of December 31, 2008, this payment would have been $1,721,200. In addition,
Mr. Braddon's employment may be terminated by either party with four weeks written notice or with payment in lieu of notice for some or all of the notice period. Such notice is not required if
Mr. Braddon's employment is terminated for cause.

Michael Moss.If Mr. Moss's employment is terminated by the Management Joint Venture without cause or by Mr. Moss for good
reason
(which includes a change in control of Centro Properties Group, the Management Joint Venture or Centro US), then pursuant to the terms of Mr. Moss's employment agreement, Mr. Moss will
be entitled to the following severance benefits:



69

---



Table of Contents





In
the event of a change in control, regardless of whether Mr. Moss elects to terminate his employment for good reason, all of Mr. Moss's unvested stock options become fully vested. As
of December 31, 2008, the value of this benefit would have been $0.

In
the event that payment is made in connection with a "change in control", such payment will be reduced to the extent it would cause Mr. Moss's total termination benefits to constitute
"excess" parachute payments under Section 280G of the Code, subjecting Mr. Moss to an excise tax under Section 4999(a) of the Code; provided, however, the foregoing reduction will
not take place if the after-tax value of Mr. Moss's termination benefits calculated with this restriction are less than such termination benefits calculated without the restriction.

If
Mr. Moss's employment is terminated upon his disability, he will be entitled to the following severance benefits:



If
Mr. Moss's employment is terminated upon his death, his beneficiary, legal representative or estate will be entitled to the following severance
benefits:



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We are not required to and do not maintain a compensation committee at this time nor do we have, as previously discussed above, a board
of directors, board of managers or other similar governing body. Prior to the Merger and Liquidation, the New Plan executive compensation and stock option committee was comprised of Gregory White,
Matthew Goldstein and Nina Matis up to the time of the Merger and Liquidation. None of these individuals were, or ever have been, employees of New Plan or any of its subsidiaries. No interlocking
relationship existed between
Mr. White, Mr. Goldstein or Ms. Matis and any member of any other company's board of directors, board of trustees or executive compensation and stock option committee during that
period.

70

---



Table of Contents

COMPENSATION COMMITTEE REPORT

We are not required to and do not maintain a compensation committee at this time nor do we have, as previously discussed above, a board
of directors, board of managers or other similar governing body.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 31, 2009 Super LLC, our sole and managing member, owned all of our membership interests, therefore, no
securities were owned by the management. Super LLC's membership interests are held by six holders. The following table sets forth certain information as to the beneficial ownership, as of
March 31, 2009, of membership interests in Super LLC. Each holder had, as of March 31, 2009, sole voting and investment power with respect to such membership interests.

Name and Business Address of Beneficial Owners(1)

Number of Membership Units
Beneficially Owned(2)

Percentage of
Aggregate
Outstanding
Membership UnitsCentro Watt America REIT 17A, Inc.(3)

781,621,629 Class A Membership Interests


32.10%Centro Super Residual 1 LLC(4)

436,832,396 Class B Membership Interests


17.94%Centro Super Residual 2 LLC(5)

398,309,775 Class C Membership Interests


16.36%Centro Super Residual 4 LLC(6)

1 Class D Membership Interests


0.00%Centro New Plan Inc.(7)

400,000,000 Class E Membership Interests


16.43%Centro Watt America REIT 15A, Inc.(8)

418,450,806 Class I Membership Interests


17.17%


---

The
Company does not have any securities that are authorized for issuance under equity compensation plans.

71

---



Table of Contents

Item 13.Certain Relationships and Related Transactions, and Director Independence

TRANSACTIONS WITH RELATED PERSONS



In August 2007, we formed the Residual Joint Venture with Super LLC, our sole and managing member. In connection with the
formation of the Residual Joint Venture, we contributed 49% of our interest in certain subsidiaries, owning 18 real properties with an approximate value of $396.0 million, to the Residual Joint
Venture. We distributed the remaining 51% of our interest in the transferred entities to Super LLC, and Super LLC contributed such interest in the transferred entities to the Residual
Joint Venture. Following these transactions, we owned 49% of the non-managing interest in the Residual Joint Venture, and Super LLC owned 51% of the managing member interest in the
Residual Joint Venture. In November 2007, we contributed 49% of our interest in certain additional subsidiaries, owning 25 real properties with an approximate value of $605.0 million, to the
Residual Joint Venture. We distributed the remaining 51% of our interest in the additional transferred entities to Super LLC, and Super LLC contributed such interest in the additional
transferred entities to the Residual Joint Venture. Also in November 2007, Super LLC contributed its interest in certain subsidiaries, owning 39 real properties with an approximate value of
$385.0 million, to the Residual Joint Venture. Immediately following such contribution, Super LLC contributed a percentage of membership interests in the Residual Joint Venture to us
such that we continued to own 49% of the non-managing interest in the Residual Joint Venture, and Super LLC continued to own 51% of the managing member interest in the Residual
Joint Venture.

On
March 28, 2008, we executed the Contribution Agreement. The Contribution Agreement was released from escrow and became effective as of March 30, 2008. Pursuant to the
Contribution Agreement, we contributed 49% of our interest in certain subsidiaries (including BPR LLC) owning 31 real properties with an approximate fair market value of
$780 million to the Residual Joint Venture. We distributed 51% of our interest in the transferred entities to Super LLC, and Super LLC contributed such interest in the transferred
entities to the Residual Joint Venture. Following these transactions, we owned 49% of the interests in the transferred entities, and Super LLC owned 51% of the interests in the transferred
entities.

On
January 15, 2009, we executed the January 2009 Contribution Agreement. Pursuant to the January 2009 Contribution Agreement, we contributed 49% of our interest in certain
subsidiaries owning real properties with a total approximate fair market value of $513.4 million to the Residual Joint Venture. We distributed 51% of our interest in the transferred entities to
Super LLC, and Super LLC contributed such interest in the transferred entities to the Residual Joint Venture. The Residual Joint Venture then contributed its interest in the transferred
entities to Centro NP Residual Holding Sub 1, LLC. Following these transactions, we owned 49% of the indirect interests in the transferred entities, and Super LLC owned 51% of the
indirect interests in the transferred entities.



In connection with the Management Services Assumption, on March 28, 2008, we executed three property management agreements
(collectively, the "Property Management Agreements") with the Company Management Joint Venture to memorialize the prior agreement under which the Company Management Joint Venture has been managing our
properties. Pursuant to the Exclusive Global Leasing and Management Agreement (Non-Contracted) by and between us and the Company Management Joint Venture (the "Non-Contracted
Agreement"), we contracted for the Company Management Joint Venture to manage all of our properties not subject to other management agreements as of March 28, 2008. Pursuant to the Exclusive
Global Subcontract Agreement (Related Party) by and between us and the Company Super Management Joint Venture (the "Related Party Agreement"), we subcontracted all of our obligations pursuant to
management agreements governing

72

---



Table of Contents

all
of our properties that were subject to management agreements with us or our affiliates as of March 28, 2008 to the Company Super Management Joint Venture. Pursuant to the Exclusive Global
Subcontract Agreement (Third Party) by and between us and the Company Super Management Joint Venture (the "Third Party Agreement"), we subcontracted all of our obligations pursuant to management
agreements governing all of our properties that were subject to management agreements with third parties as of March 28, 2008 to the Company Super Management Joint Venture.

The
term of each Property Management Agreement extends indefinitely and can be cancelled by upon a project by project basis. The services to be provided by the Company Super Management
Joint Venture pursuant to each Property Management Agreement (subject, with respect to the Related Party Agreement and the Third Party Agreement, to the scope of the underlying agreements being
subcontracted), include the operation, management, supervision, maintenance and leasing of properties, as well as the maintenance of books and records and advisory services regarding tax and insurance
matters. Pursuant to the Property Management Agreements, we have agreed to reimburse the Company Management Joint Venture for all direct and indirect costs and expenses incurred by the Company
Management Joint Venture in carrying out the duties imposed on the Company Management Joint Venture by the terms of the Property Management Agreement. Pursuant to the Non-Contracted
Agreement, we have agreed to pay the Company Management Joint Venture, over and above costs and expenses, an annual fee of 4.5% of the gross revenues (rentals as collected), plus certain leasing
commissions for each new lease entered into. Pursuant to each of the Related Party Agreement and the Third Party Agreement, we have agreed to pay the Company Management Joint Venture, over and above
costs and expenses, an annual fee of 5% of its costs and expenses.

POLICY AND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS

All decisions regarding actions to be taken by the Company (other than day-to-day operations, which are managed
by the Company Management Joint Venture), including related party transactions, must be approved by all of the members of our parent, Super LLC. Such members are subject to related party
transactions policies of their ultimate parents, and submit such transactions to the appropriate persons under such policies in Australia for approval.

INDEPENDENCE OF DIRECTORS

As a result of the transactions described under Item 1 of this Annual Report on Form 10-K, we no longer have
a board of directors.

73

---



Table of Contents

Item 14.Principal Accountant Fees and Services

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Consolidated Financial Statements (and those of our predecessor) for the fiscal year ended December 31, 2008, the period
from April 5, 2007 through December 31, 2007, and the period from January 1, 2007 through April 4, 2007 have been audited by PricewaterhouseCoopers LLP, which has
been selected to serve as our independent registered public accounting firm for the current fiscal year.

For
services rendered to us and our predecessor during, or in connection with, the fiscal year ended December 31, 2008, the period from April 5, 2007 through
December 31, 2007, and the period from January 1, 2007 through April 4, 2007, as applicable, PricewaterhouseCoopers LLP billed the following fees:

Company

PredecessorYear ended
December 31,
2008

Period from
April 5, 2007
through
December 31,
2007

Period from
January 1,
2007 through
April 4, 2007Audit Fees

$
795,000

$
478,900

$
157,775Audit-Related Fees

$
64,000

$
372,960

$
74,360Tax Fees

$
3,095,520

$
0
(1)
$
0
(1)All Other Fees

$
0

$
0

$
0


---

Audit-Related
Fees for the fiscal year ended December 31, 2008 included bills for services rendered in connection with purchase price allocations in accordance with SFAS
No. 141 and other audit related accounting consultations.

Tax
fees for the fiscal year ended December 31, 2008 included bills for services rendered in connection with the preparation of tax forms, tax consultations and other tax related
services.

Audit
Fees for the period from April 5, 2007 through December 31, 2007 included bills for services rendered in connection with our filing of a Current Report on
Form 8-K in August 2007 regarding the formation of NP Residual Holding ($25,150).

Audit-Related
Fees for the period from April 5, 2007 through December 31, 2007 included bills for services rendered in connection with accounting consultations regarding
the purchase accounting associated with the Merger.

Audit
Fees for the period from January 1, 2007 through April 4, 2007 included bills for services rendered in connection with our predecessor's filing of a
Schedule 14F-1 in March 2007 ($6,525).

Audit-Related
Fees for the period from January 1, 2007 through April 4, 2007 included bills for services rendered in connection with consultations regarding the impact on
our predecessor's financial statements of its 2007 Long-Term Out-Performance Compensation Plan (the "2007 OPP Plan") and long-term incentive compensation awards
made under the 2007 OPP Plan to our predecessor's executive officers ($6,727), accounting consultations regarding the formation of a new opportunity fund ($7,479), accounting consultations regarding
the valuation of our predecessor's convertible debt ($31,550) and accounting consultations regarding the impact of the Merger ($28,604).

In
addition to the foregoing, PricewaterhouseCoopers LLP billed an aggregate of approximately $830,000, $300,000, and $100,000 for the year ended December 31, 2008, the
period from April 5, 2007 through December 31, 2007, and the period from January 1, 2007 through April 4, 2007, respectively,

74

---



Table of Contents

for
audit and other services provided with respect to such periods to certain joint ventures in which we, or our Predecessor, as applicable, have or had, equity interests.

Prior
to the consummation of the transactions described in Item 1 of this Annual Report on Form 10-K, all audit and audit-related services were
pre-approved by the audit committee of our predecessor, either pursuant to the audit committee's Audit and Non-Audit Services Pre-Approval Policy or through a
separate pre-approval by the audit committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm's
independence from the Company.



As a result of the transactions described in Item 1 of this Annual Report on Form 10-K, we no longer have an
audit committee. All decisions regarding actions to be taken by the Company (other than day-to-day operations, which are managed by the Management Joint Venture), including
accounting and auditing related pre-approval matters, must be approved by all of the members of our parent, Super LLC. Such members are subject to pre-approval policies
and procedures of their ultimate
parents, and submit such transactions to the appropriate persons under such policies (and in compliance with such procedures) in Australia for approval.

75

---





Table of Contents

PART IV

Item 15.Exhibits and Financial Statement Schedules







*2.1

Agreement and Plan of Merger, dated February 27, 2007, by and among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Centro NP LLC, Super MergerSub Inc., and Super DownREIT
MergerSub LLC, filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K, filed on March 2, 2007.*2.2

First Amendment to Agreement and Plan of Merger, dated as of April 19, 2007, by and among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Super IntermediateCo LLC (now known as
Centro NP LLC), Super MergerSub Inc., and Super DownREIT MergerSub LLC, filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K, filed on April 20, 2007.*2.3

Assignment and Assumption Agreement, dated as of April 20, 2007, by and between New Plan Excel Realty Trust, Inc. and Super IntermediateCo LLC (now known as Centro NP LLC)., filed as
Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*3.1

Articles of Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated as of February 26, 2007, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007.*3.2

Articles of Amendment of Articles of Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated as of May 3, 2007, filed as Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007.*3.3

Second Amended and Restated Limited Liability Company Agreement of Centro NP LLC, dated as of June 5, 2007, filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007.*4.1

Senior Securities Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee, filed as Exhibit 4.2 to New Plan Realty Trust's Registration
Statement on Form S-3, File No. 33-61383.*4.2

First Supplemental Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company, filed as Exhibit 10.2 to the
Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.


76

---



Table of Contents

*4.3

Senior Securities Indenture, dated as of February 3, 1999, among the Predecessor, New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, filed as Exhibit 4.1 to the
Predecessor's Current Report on Form 8-K dated February 3, 1999.*4.4

Supplemental Indenture, dated as of December 17, 2004, by and between the Predecessor and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company), as Trustee, to the Indenture
dated as of February 3, 1999, by and among the Predecessor, New Plan Realty Trust, as guarantor, and the Trustee, filed as Exhibit 4.1 to the Predecessor's Current Report on Form 8-K dated December 22, 2004.*4.5

Senior Securities Indenture, dated as of January 30, 2004, by and between the Predecessor and U.S. Bank Trust National Association, as Trustee filed as Exhibit 4.1 to the Predecessor's Current Report on
Form 8-K dated February 5, 2004.*4.6

First Supplemental Indenture, dated as of September 19, 2006, between the Predecessor and U.S. Bank Trust National Association, as trustee, filed as Exhibit 4.1 to the Predecessor's Current Report on
Form 8-K, filed on September 19, 2006.*4.7

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.8

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.9

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC), New Plan Realty Trust, LLC and U.S. Bank Trust National Association,
 filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.10

Indenture, dated as of May 4, 2007, by and among Centro NP LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association, filed as Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007.*4.11

Supplemental Indenture, dated as of May 4, 2007, by and among Centro NP LLC and U.S. Bank Trust National Association, filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007.*10.1

Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Banc of America Securities LLC, as Lead Arranger,
and Banc of America Securities LLC, as Sole Book Manager, dated as of July 31, 2007, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated August 6, 2007.*10.2

Guaranty, dated as of July 31, 2007, by and among each of the Subsidiaries listed on Schedule I thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K, dated August 6, 2007.*10. 3

First Amendment to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated
as of December 16, 2007, filed as Exhibit 10.1 to Company's Current Report on Form 8-K, dated December 18, 2007.


77

---



Table of Contents

*10.4

Letter Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of February 14, 2008, filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K, dated February 14, 2008.*10.5

Contribution, Distribution and Assignment Agreement, dated as of March 28, 2008, among Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the Company's wholly owned
subsidiaries, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 30, 2008.*10.6

Distribution, Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro US Employment Company,
 LLC, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 30, 2008.*10.7

Exclusive Global Leasing and Management Agreement (Non-Contracted) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3 to the Company's Current Report on
Form 8-K, dated March 30, 2008.*10.8

Exclusive Global Subcontract Agreement (Third Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K, dated March 30, 2008.*10.9

Exclusive Global Subcontract Agreement (Related Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.5 to the Company's
Current Report on Form 8-K, dated March 30, 2008.*10.10

Letter Agreement, dated as of March 28, 2008, among Super LLC, JPMorgan Chase Bank, N.A., as agent, and certain other parties, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K,
dated March 30, 2008.*10.11

Letter Agreement, dated as of May 7, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
on May 12, 2008.*10.12

Letter Agreement, dated as of May 30, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
on June 2, 2008.*10.13

Letter Agreement, dated as of September 26, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed on October 2, 2008.10.14

Letter Agreement, dated as of December 15, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties.10.15

Supplement to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of January 15,
2008.


78

---



Table of Contents

10.16

Contribution, Distribution and Assignment Agreement (the "Agreement"), dated as of January 15, 2009, by and among New Plan Property Holding Company, CA New Plan Asset Partnership IV, L.P., CA New Plan
Asset LLC, CA New Plan VI, Excel Realty TrustST, LLC, New Plan Maryland Holdings, LLC, New Plan of Michigan, LLC, New Plan of Michigan Member, LLC, NP of Tennessee, L.P., New Plan of Tennessee, LLC, NPTN,
 Inc., CA New Plan Texas Assets, L.P., CA New Plan Texas Assets, LLC, CA New Plan IV, HK New Plan Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I, LLC, HK New Plan STH Upper Tier II Company, HK
New Plan Exchange Property Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc., HK New Plan ERP Property Holdings, LLC, Excel Realty Partners, L.P., New Plan
DRP Trust, New Plan ERP Limited Partner Company, ERP New Britain Limited Partnership, New Plan Realty Trust, LLC, New Plan Pennsylvania Holdings, LLC, Centro NP ERT, LLC, HK New Plan Macon Chapman TRS GP Company, ERT Development
Corporation, New Plan Florida Holdings, LLC, HK New Plan STH Lower Tier, LLC, HK New Plan STH Mid Tier II, LLC, Centro NP LLC, Super LLC, Centro NP Residual Holding LLC and Centro NP Residual Holding Sub 1,
 LLC.*10.17

Employment Letter, dated May 11, 2007, from Centro Properties Group to John Braddon, filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.18

Offer of Employment, dated November 23, 2005, from Centro Properties Group to John Braddon, filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K, dated April 15,
2008.*10.19

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Glenn J. Rufrano, filed as Exhibit 10.42 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.10.20

Employment Agreement, dated March 26, 2008, by and among Centro WCJV LP, Inc. and Glenn J. Rufrano.*10.21

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Steven Siegel, filed as Exhibit 10.44 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.*10.22

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Carroll, filed as Exhibit 10.45 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.10.23

Employment Agreement, dated December 5, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.10.24

First Amendment to Employment Agreement, dated February 25, 2008, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.10.25

Employment Agreement, dated July 30, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Leonard Brumberg.*10.26

Centro Properties Group Executive Option Plan, filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.27

Centro Properties Group Employee Security Plan, filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.28

Form of Centro Properties Group Application for Options, filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K, dated April 15, 2008.


79

---



Table of Contents

*10.29

Form of Centro Properties Group Offer to Participate in an Issuance of Options, filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K, dated April 15, 2008.21

Subsidiaries of the Company.31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


---

80

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS



Page1.

CONSOLIDATED STATEMENTSManagement's Report on Internal Control Over
Financial Reporting

F-2Report of Independent Registered Public Accounting Firm

F-3Consolidated Balance Sheets December 31, 2008
and 2007

F-6Consolidated Statements of Operations and Comprehensive Income/(Loss) for the year ended
December 31, 2008, the period April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006

F-7Consolidated Statements of Changes in Members' Capital / Stockholders' Equity for the Year
ended December 31, 2008, the period April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006

F-8Consolidated Statements of Cash Flows for the year ended December 31, 2008, the period
April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006

F-9Notes to Consolidated Financial
Statements

F-112.

CONSOLIDATED FINANCIAL STATEMENT SCHEDULESSchedule IIValuation and Qualifying
Accounts

F-66Schedule IIIReal Estate and Accumulated
Depreciation

F-67


All
other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

F-1

---





Table of Contents

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as such term is
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). An evaluation was performed, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the framework in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework inInternal ControlIntegrated Framework, our management concluded that our internal control over financial
reporting was effective as of December 31, 2008.

Our
management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which is included herein.

F-2

---



Table of Contents

Report of Independent Registered Public Accounting Firm

To
the Member of Centro NP LLC:

In
our opinion, the consolidated financial statements listed in the index under Item 15(a)(1) present fairly, in all material respects, the financial position of Centro
NP, LLC and its subsidiaries (the "Company") at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for the year ended
December 31, 2008 and the period from April 5, 2007 through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedules listed in the index under Item 15(a)2 presents fairly, in all material respects, the information set forth therein at
December 31, 2008 and for the year ended December 31, 2008 and the period from April 5, 2007 to December 31, 2007 when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for
these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the
financial statement schedules, and on the Company's internal control over financial reporting based on our audits (which was an integrated audit in 2008). We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company's liquidity is subject to, among other things, its ability to negotiate extensions of credit facilities (refer to subsequent events disclosure at Note 26); its reliance upon funding
provided by an entity that it does not control; current prohibition upon its ability to incur further indebtedness and the existence of restrictions upon operations which increase the risk of default
and cross-default of existing debt. In addition, uncertainty also exists due to the liquidity issues currently experienced by the Company's parent and the Company's ultimate equity investors. These
matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are

F-3

---



Table of Contents

recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/
PricewaterhouseCoopers LLP
New York, New York
March 30, 2009

F-4

---



Table of Contents

Report of Independent Registered Public Accounting Firm

To
the Stockholders of New Plan Excel Realty Trust, Inc:

In
our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of New
Plan Excel Realty Trust, Inc and its subsidiaries ("the Predecessor") at April 4, 2007 and December 31, 2006, and the results of their operations and cash flows for the period from
January 1, 2007 through April 4, 2007 and the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedules listed in the index under item 15(a)(2) present fairly, in all material respects, the information set forth therein for the period
from January 1, 2007 through April 4, 2007 and the year ended December 31, 2006 when read in conjunction with the related consolidated financial statements. These financial
statements are the responsibility of the Predecessor's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for
our opinion.

/s/
PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York

March 30,
2009

F-5

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.)        CONSOLIDATED BALANCE SHEETS    
December 31, 2008 and 2007  (In thousands, except fractions, percentages and par value amounts)

Company

CompanyDecember 31, 2008

December 31, 2007ASSETSReal estate:Land

$
946,995

$
1,200,343Buildings and improvements


2,008,688


2,764,677Accumulated depreciation and amortization


(117,518
)

(60,590
)Net real estate


2,838,165


3,904,430Real estate held for sale


5,044


425Cash and cash equivalents


51,453


34,706Restricted cash


25,855


26,417Marketable securities


10,038


6,774Receivables:Trade, net of allowance for doubtful accounts of $17,178 and $20,480 as of December 31, 2008 and 2007, respectively


23,166


24,584Deferred rent, net of allowance of $259 and $131 as of December 31, 2008 and 2007, respectively


12,838


6,804Other, net


35,027


34,327Mortgages and notes receivable





1,946Prepaid expenses and deferred charges


13,526


19,250Investments in / advances to unconsolidated ventures


673,062


475,605Intangible assets, net of accumulated amortization of $168,272 and $99,201 as of December 31, 2008 and 2007, respectively


461,210


706,709Goodwill





350,437Other assets


8,005


32,716Total assets

$
4,157,389

$
5,625,130LIABILITIES AND MEMBERS' CAPITALLiabilities:Mortgages payable, including unamortized premium of $8,434 and $13,426 as of December 31, 2008 and 2007, respectively

$
408,863

$
451,675Notes payable, net of unamortized premium (discount) of $26,704 and $30,465 as of December 31, 2008 and 2007, respectively


856,921


860,681Credit facilities


479,584


488,288Capital leases


30,266


30,902Other liabilities


338,548


529,061Redemption rights


9,386


Tenant security deposits


7,467


9,754Total liabilities


2,131,035


2,370,361Minority interest in consolidated partnership and joint ventures


28,090


86,210Commitments and contingencies





Members' capital:Members' capital


3,113,809


3,734,387Accumulated other comprehensive loss


(123
)

(1,196
)Accumulated distributions in excess of net income


(1,115,422
)

(564,632
)Total members' capital


1,998,264


3,168,559Total liabilities and members' capital

$
4,157,389

$
5,625,130


The accompanying notes are an integral part of the consolidated financial statements.

F-6

---





Table of Contents



CENTRO NP LLC AND SUBSIDIARIES (THE "CO,MPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME/(LOSS)        For the years ended December 31, 2008, 2007 and 2006  (In thousands, except per share amounts)

Company

PredecessorDecember 31,
2008

Period from
April 5, through
December 31,
2007

Period from
January 1,
through April 4,
2007

December 31,
2006Revenues:Rental income

$
309,087

$
301,426

$
89,602

$
324,897Percentage rents


3,854


2,377


2,137


4,747Expense reimbursements


79,283


76,897


26,959


98,910Fee income


26,452


21,952


8,832


16,660Total revenues


418,676


402,652


127,530


445,214Operating expenses:Operating costs


77,364


58,154


21,031


69,856Real estate taxes


51,190


46,454


16,666


57,753Depreciation and amortization


197,179


184,019


25,026


86,012Provision for doubtful accounts


4,995


3,109


3,397


7,549Impairment of real estate


229,934


27,775





Impairment of goodwill and other intangibles


173,536


547,635





General and administrative


25,938


20,531


51,932


28,674Total operating expenses


760,136


887,677


118,052


249,844(Loss) income before real estate sales, minority interest and other income and expenses


(341,460
)

(485,025
)

9,478


195,370Other income and expenses:Interest, dividend, and other income


3,122


4,724


1,524


4,016Equity in income of unconsolidated ventures


(10,778
)

2,576


974


5,143Impairment of investments accounted for under the equity method


(63,778
)







Interest expense


(100,195
)

(78,332
)

(26,691
)

(93,569
)Minority interest in income of consolidated partnership and joint ventures


(4,490
)

(5,956
)

(297
)

(745
)(Loss) income from continuing operations


(517,579
)

(562,013
)

(15,012
)

110,215Discontinued operations:(Loss) income from discontinued operations (Note 7)


(33,211
)

(2,619
)

4,403


25,001(Loss) income before gain on sale of real estate


(550,790
)

(564,632
)

(10,609
)

135,216Gain on sale of real estate











1Net (loss) income

$
(550,790
)
$
(564,632
)
$
(10,609
)
$
135,217Preferred dividends








(12,079
)

(21,966
)Net (loss) income available to common stockbasic








(22,688
)

113,251Minority interest in income of consolidated partnership








297


745Net (loss) income available to common stockdiluted







$
(22,391
)
$
113,996Basic (loss) earnings per common share:(Loss) income from continuing operations







$
(0.26
)
$
0.85Discontinued operations








0.04


0.24Basic (loss) earnings per share







$
(0.22
)
$
1.09Diluted (loss) earnings per common share:(Loss) income from continuing operations







$
(0.24
)
$
0.82Discontinued operations








0.04


0.23Diluted (loss) earnings per share







$
(0.20
)
$
1.05Average shares outstandingbasic








103,355


104,102Average shares outstandingdiluted








109,558


108,814Dividends per common share







$
0.6250

$
1.25Other comprehensive income/(loss):Net (loss) income

$
(550,790
)
$
(564,632
)
$
(10,609
)
$
135,217Realized/unrealized (loss) gain on available-for-sale securities


(123
)

(1,196
)

512


259Unrealized (loss) gains on deferred compensation








(168
)

131Realized gain on interest hedges, net








359


1,435Unrealized gain (loss) on interest risk hedges, net








166


(4,601
)Comprehensive (loss) income

$
(550,913
)
$
(565,828
)
$
(9,740
)
$
132,441


The accompanying notes are an integral part of the consolidated financial statements.

F-7

---





Table of Contents



CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        CONSOLIDATED STATEMENTS OF CHANGES IN
MEMBERS' CAPITAL / STOCKHOLDERS' EQUITY        For the Years Ended December 31, 2008, 2007 and 2006  (In thousands)

Shares of Beneficial Interest/
Common StockPreferred Stock



Accumulated
Other
Comprehensive
(Loss)/Income

Accumulated
Distributions
in Excess of
Net IncomeAdditional
Paid-in
Capital

Total
Stockholders'
EquityNumber

Amount

Number

AmountPredecessorBalance at December 31, 2005


950

$
10


104,305

$
1,042

$
2,036,880

$
(8,074
)
$
(538,472
)
$
1,491,386Net income




















135,217


135,217Dividends ($1.25 per common share)




















(151,907
)

(151,907
)Exercise of stock options








509


5


8,357








8,362Forfeiture of equity award








(1
)













Shares repurchased and retired








(1,870
)

(18
)

(50,127
)







(50,145
)Employee loans














115








115Dividend Reinvestment Plan








302


3


7,509








7,512Stock incentive grants








57


1


179








180Option grant














2,630








2,630Redemption of limited partner units for shares of common stock








118


1


3,295








3,296Realized/unrealized holding gain on marketable securities

















259





259Unrealized gain on deferred compensation, net

















131





131Realized gain on interest risk hedges, net

















1,435





1,435Unrealized loss on interest risk hedges, net

















(4,601
)




(4,601
)Impact of non-cash adjustments to account for Preferred D dividend "step-up"














867








867Balance at December 31, 2006


950


10


103,420


1,034


2,009,705


(10,850
)

(555,162
)

1,444,737Net loss




















(10,609
)

(10,609
)Dividends ($0.6250 per common share)




















(38,957
)

(38,957
)Exercise of stock options








36





693








693Dividend Reinvestment Plan








67


1


1,839








1,840Stock incentive grants








115


1


44








45Option grant














17,879








17,879Realized/unrealized holding gain on marketable securities

















347





347Unrealized loss on deferred Compensation net

















(170
)




(170
)Realized gain/loss on interest risk hedges net

















(358
)




(358
)Unrealized gain/loss on interest risk hedges net

















(1
)




(1
)Impact of non-cash adjustments to account for Preferred D dividend "step-up"














229








229Balance at April 4, 2007


950

$
10


103,638

$
1,036

$
2,030,389

$
(11,032
)
$
(604,728
)
$
1,415,675




Members'
Capital

Accumulated
Other
Comprehensive
Income

Accumulated
Distributions
in Excess of
Net Income

Total
Members'
CapitalCompanyBalance at April 5, 2007(1)

$
3,597,802

$


$


$
3,597,802Contribution/(distribution) by members, net


646,822








646,822Distributions of assets to Parent(2)


(510,237
)







(510,237
)Net loss








(564,632
)

(564,632
)Realized/unrealized holding loss on marketable securities





(1,196
)




(1,196
)Balance at December 31, 2007


3,734,387


(1,196
)

(564,632
)

3,168,559(Distribution)/contribution by members, net


(19,056
)







(19,056
)Distributions of assets to Parent(2)


(379,680
)







(379,680
)Distributions of service business(3)


(221,842
)







(221,842
)Net loss








(550,790
)

(550,790
)Realized/unrealized holding loss on marketable securities





1,073





1,073Balance at December 31, 2008

$
3,113,809

$
(123
)
$
(1,115,422
)
$
1,998,264


---

The
accompanying notes are an integral part of the consolidated financial statements.

F-8

---





Table of Contents



CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        CONSOLIDATED STATEMENTS OF CASH FLOWS
      For the Years Ended December 31, 2008, 2007 and 2006  (In thousands)

Company

PredecessorYear Ended
December 31,
2008

Period from
April 5, through
December 31,
2007

Period from
January 1,
through April 4,
2007

Year Ended
December 31,
2006Cash flows from operating activities:Net (loss) income

$
(550,790
)
$
(564,632
)
$
(10,609
)
$
135,217Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization


202,729


189,321


25,897


92,060Amortization of net premium/discount on mortgages and notes payable


(7,375
)

(6,442
)

(690
)

(2,534
)Amortization of deferred debt and loan acquisition costs


8,039


1,818


1,891


2,483Amortization of stock options








17,961


2,711(Gain) loss on swaps





(6,911
)

292


1,929Amortization of asset retirement obligations


111


41


15


306Amortization of below market leases


(41,115
)

(49,521
)

(847
)

(1,993
)Loss on sale of securities, net


1,753








Loss (gain) on sale of discontinued operations


2,935





(2,122
)

(14,650
)Minority interest in income of partnership


4,490


5,956


297


745Impairment of investments accounted for under the equity method


63,778Impairment of real estate assets


260,102


27,775





907Impairment of goodwill and other intangibles


173,536


552,851





Equity in income of unconsolidated ventures


14,252


(1,754
)

(974
)

(5,143
)Distributions of income from unconsolidated ventures





883


2,203


5,879Changes in operating assets and liabilities, net:Change in restricted cash


562


(7,429
)

4,673


(3,456
)Change in trade receivables


(5,346
)

1,157


(5,171
)

(8,671
)Change in deferred rent receivables


(7,960
)

(7,758
)

(1,490
)

(2,458
)Change in other receivables


(13,204
)

(2,089
)

(7,726
)

2,556Change in other liabilities


(21,594
)

(17,589
)

19,582


1,567Change in tenant security deposits


(250
)

1,574


(255
)

(438
)Change in prepaid expenses, deferred charges and other assets


14,459


(35,407
)

7,739


(7,919
)Net cash provided by operating activities


99,112


81,844


50,666


199,098Cash flows from investing activities:Payment for purchase of Predecessor





(3,857,641
)




Real estate acquisitions and building improvements


(110,094
)

(188,943
)

(53,543
)

(125,332
)Acquisition, net of cash and restricted cash received





(59,450
)

(27,014
)

(145,419
)Proceeds from real estate sales, net


100,080


16,340


4,404


120,961Proceeds from sale of marketable securities, net


4,639








Repayments of mortgage notes receivable, net


1,489


95


3,787


Advances for mortgages notes receivable





(2,640
)




(3,617
)Purchase of intangible assets


(7,000
)

(530
)




Purchase of marketable securities


(8,583
)







Cash from joint venture consolidation








14


68Capital contributions to unconsolidated joint ventures


(3,586
)

(6,040
)

(1,328
)

(8,295
)Distributions of capital from unconsolidated ventures


9,439


355,509


1,442


16,884Net cash (used in) investing activities


(13,616
)

(3,743,300
)

(72,238
)

(144,750
)


F-9

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the Years Ended December 31, 2008, 2007 and 2006
(In thousands)

Company

PredecessorYear Ended
December 31,
2008

Period from
April 5, through
December 31,
2007

Period from
January 1,
through April 4,
2007

Year Ended
December 31,
2006Cash flows from financing activities:Cash paid to redeem limited partnership units


(34,749
)

(10,926
)




(554
)Principal payments of mortgages and notes payable


(38,456
)

(55,383
)

(10,017
)

(35,382
)Proceeds from public debt offering, net








529


198,000Loan from Centro Property Trust





303,400





Redemption of convertible notes payable





(375,133
)




Capital contribution from member





4,313,431





Proceeds from credit facility borrowing


38,300


684,985


85,000


220,000Repayment of credit facility


(18,404
)

(442,185
)

(7,000
)

(244,000
)Repayment of secured term loan





(150,000
)




Financing fees


(7,136
)

(500
)




(4,242
)Distributions paid to minority partners


(3,288
)

(4,462
)

(2,134
)

(3,942
)Distribution to members


(5,016
)

(545,765
)




Dividends paid





(38,957
)

(37,597
)

(151,354
)Proceeds from exercise of stock options








693


8,262Repayment of loans receivable for the purchase of common stock











115Cash paid for repurchase of common stock











(50,145
)Proceeds from dividend reinvestment plan








1,839


7,608Net cash (used in) provided by financing activities


(68,749
)

3,678,505


31,313


(55,634
)Net increase (decrease) in cash and cash equivalents


16,747


17,049


9,741


(1,286
)Cash and cash equivalents at beginning of year


34,706


17,657


7,916


9,202Cash and cash equivalents at end of year

$
51,453

$
34,706

$
17,657

$
7,916Supplemental Cash Flow Disclosure, including Non-Cash Activities:Cash paid for interest, net of amounts capitalized

$
110,713

$
70,850

$
22,598

$
112,121Capitalized interest


9,518


10,550


4,474


11,838State and local taxes paid


1,097


2,540


145


420Mortgages assumed, net











43,613Partnership units issued in acquisition











4,770Distribution of entity interest to parent(1)


379,680


510,237





Contribution of entity interest to Centro NP Residual Holding LLC(1)


364,791


490,227





Service Business Transfer to parent(2)


221,842








Partnership units issued in connection with joint venture





6,700





Fair value of assets acquired(3)





6,270,330





Cash paid for stock(3)





3,857,556





Liabilities assumed(3)





2,412,773








---

The
accompanying notes are an integral part of the consolidated financial statements.

F-10

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

1. Merger and Liquidation



On
February 27, 2007, New Plan Excel Realty Trust, Inc. ("New Plan"), and Excel Realty Partners, L.P., a Delaware limited partnership in
which New Plan, through a wholly owned subsidiary, was the general partner, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Centro NP LLC (formerly Super
IntermediateCo LLC) ("Centro NP"), Super MergerSub Inc. ("MergerSub"), and Super DownREIT MergerSub LLC ("Super REIT MergerSub" and together with Centro NP and MergerSub, the
"Buyer Parties"). Pursuant to the Merger Agreement, MergerSub commenced and completed a tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.01 per share
("Common Stock"), of New Plan. On April 20, 2007, New Plan and the Buyer Parties completed the other transactions contemplated by the Merger Agreement, pursuant to which, among other things,
MergerSub merged with and into New Plan (the "Merger"), with New Plan surviving the Merger, and in connection therewith, Super DownREIT Acquisition L.P. ("DownREIT Acquisition") merged with and
into Excel Realty Partners, L.P. (the "DownREIT Partnership"), with the DownREIT Partnership continuing as the surviving limited partnership (the "DownREIT Merger," and together with the
Merger, the "Mergers"). As a result of the Merger, New Plan became a wholly owned subsidiary of Centro NP and any stockholder who held shares of Common Stock prior to the Merger ceased to be a
stockholder effective as of the Merger.

On
April 20, 2007, immediately following the Merger, New Plan, as the surviving corporation of the Merger, was liquidated (the "Liquidation"), and in connection with the
Liquidation, (a) all of New Plan's assets were transferred to, and all of its liabilities were assumed by, Centro NP, (b) all outstanding shares of preferred stock of New Plan were
automatically converted into, and cancelled in exchange for the right to receive, cash liquidating distributions in accordance with their terms, and (c) all shares of Common Stock of New Plan
were cancelled. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 pursuant to which it terminated its reporting
obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to its Common Stock and 7.625% Series E Cumulative Redeemable Preferred Stock.

Immediately
following the Merger and the Liquidation, the Company's employees became employees of Centro US Management Joint Venture 2, LP (formerly known as Centro Watt
Management Joint Venture 2, L.P. and referred to in these notes as the "Management Joint Venture"). The distribution occurred in order to comply with certain tax restrictions applicable to the
Company's ultimate equity owners and to permit such employees to serve management functions at other properties controlled by the Company's affiliates. Following this distribution, Centro Super
Management Joint Venture 2, LLC, a wholly-owned, indirect subsidiary of the Management Joint Venture (the "Company Management Joint Venture"), managed the Company's properties, although during
a transition period, certain of the Company's subsidiaries continued to provide payroll, benefit and other transition services with respect to the Company's former employees. Such transition services
continued through April 30, 2008. Contracts memorializing the management services arrangements under which the Company has been operating were entered into on March 28, 2008 in
connection with an amendment to the Company's revolving credit facility.

Although
the Company's employees were employed by the Management Joint Venture shortly following the Merger and Liquidation, for the period January 1, 2008 to April 30,
2008, the Company

F-11

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

continued
to incur all costs relating to the payroll and benefits of the Company's employees employed by the Management Joint Venture as well as incurring other transition services while the
Management Joint Venture finalized arrangements to replicate such functions.

As
the Company continued to provide services on a transitionary basis through April 30, 2008, for accounting purposes, the Distribution, Contribution and Assignment Agreement (the
"Distribution Agreement") entered into by the Company, Super LLC, Management Joint Venture, Centro US Employment Company, LLC and Centro New Plan, Inc (a member of Super LLC)
dated March 28, 2008, has not been reflected during the period to April 30, 2008. The distribution has been reflected in the consolidated financial statements covered in this report as
of May 1, 2008. As a result, certain assets and liabilities have been distributed out as of May 1, 2008. The significant assets and liabilities that were distributed out of the Company
in relation to the Distribution Agreement (the "Service Business Transfer") were goodwill, furniture and fittings, and employee benefits related accruals/reserves. The total net assets distributed as
part of the Service Business Transfer were $221.9 million. Refer to further information included in Note 3 relating to the impairment of goodwill prior to Service Business Transfer.

In
connection with the Mergers, Centro NP, New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture (as defined below)) and
U.S. Bank Trust National Association, as trustee (the "Trustee") entered into supplemental indentures (the "Supplemental Indentures"), each dated as of April 20, 2007, to (i) the
Indenture dated as of March 29, 1995 (the "1995 Indenture"), by and between New Plan (as successor to New Plan Realty Trust) and the Trustee (as successor to State Street Bank and Trust
Company, as successor to The First National Bank of Boston), (ii) the Indenture dated as of February 3, 1999 (the "1999 Indenture"), by and among New Plan, New Plan Realty Trust, as
guarantor, and the Trustee (as successor to State Street Bank and Trust Company), and (iii) the Indenture dated as of January 30, 2004 (the "2004 Indenture", and collectively with the
1995 Indenture and the 1999 Indenture, the "Indentures"), by and between New Plan and the Trustee. The Supplemental Indentures each provided for the assumption by Centro NP of all of the obligations
of New Plan under each of the Indentures, effective upon consummation of the Merger.

Centro
NP, as the successor obligor on New Plan's unsecured senior notes, intends to continue to file with the SEC any annual reports, quarterly reports and other documents that it is
required to file with the SEC pursuant to the Indentures governing the unsecured senior notes.



In
accordance with Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations("SFAS No. 141"), a business combination
occurs when an entity acquires net assets that constitute a business or acquires
equity interest of one or more other entities and obtains "control" over that entity or entities. "Control" is defined by SFAS No. 141 as "ownership by one company, directly or indirectly, of
over fifty percent of the outstanding voting shares of another company." For accounting purposes, SFAS No. 141 further states that the designated acquisition date should be the date that
control of the acquired entity is transferred to the acquiring entity without restrictions, except those required to protect the shareholders or other owners of the acquired entity. In conjunction
with the transactions described

F-12

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

above,
Centro NP LLC acquired a 66.7% controlling interest in New Plan on April 5, 2007 in accordance with the definition of control in SFAS No. 141. As such, with respect to the
results of operations of Centro NP, April 5, 2007 is the defined acquisition date throughout the remainder of this document. Accordingly, the Consolidated Financial Statements contained in this
report represent the results of operations and financial condition of New Plan (which is referred to as the Predecessor herein) prior to April 5, 2007, and of Centro NP for the period from
April 5, 2007 through December 31, 2007. Notwithstanding the foregoing, New Plan's Common Stock remained outstanding until April 20, 2007, at which point MergerSub, subsequently
Centro NP, acquired the remaining outstanding shares of Common Stock. Accordingly, any discussion pertaining to New Plan's Common Stock, preferred stock or stock-based compensation in this document
will reference April 20, 2007.

The
aggregate purchase price of the Merger has been allocated in accordance with SFAS No. 141 at the date of acquisition, based on the Company's evaluation of information and
estimates available at such date. Accordingly, all assets were recorded at their fair values at the time of acquisition. As final information regarding the fair value of the assets acquired and
liabilities assumed was received and estimates were refined, appropriate adjustments were made to the purchase price allocation. Such adjustments made to the purchase price allocation were all made
prior to December 31, 2007. No

F-13

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

adjustments
to the purchase price allocation were made in the year ended December 31, 2008. As of December 31, 2007, the final total aggregate purchase price had been allocated as
follows:

ASSETSNet real estate

$
4,484,647Cash and cash equivalents


96,964Restricted cash


18,988Marketable securities


6,230Receivables:Trade, net of allowance for doubtful accounts


34,593Other, net


30,818Mortgages and notes receivable


626Prepaid expenses and deferred charges


16,028Investments in/advances to unconsolidated ventures


174,233Intangible assets, net of accumulated amortization


937,992Goodwill


825,612Other assets


19,379Total assets

$
6,646,110LIABILITIES AND MEMBERS' CAPITALLiabilities:Mortgages payable, including unamortized premium

$
444,649Notes payable, net of unamortized premium


1,266,814Credit agreements


305,412Capital leases


31,331Due to Centro Property Trust


303,400Other liabilities


597,831Tenant security deposits


9,948Total liabilities


2,959,385Minority interest in consolidated partnership and joint ventures


88,923Commitments and contingencies


Member's capital:Member's capital


3,597,802Total member's capital


3,597,802Total liabilities and member's capital

$
6,646,110


The
total aggregate purchase price consideration for the Merger was approximately $3.6 billion, including costs associated with the acquisition. There were no contingency payments
or commitments provided under the Merger Agreement.

F-14

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Description of Business

Centro NP LLC (together with its wholly-owned and majority-owned subsidiaries and consolidated entities, the "Company") was formed in February 2007 in connection with the Offer
and the Mergers, and to succeed the operations of New Plan Excel Realty Trust, Inc. (together with its wholly-owned and majority-owned subsidiaries and consolidated entities, "New Plan" or the
"Predecessor"). Prior to the consummation of the Offer and the Mergers, the Company engaged in no activities other than those incident to its formation and the execution of the Merger Agreement. The
principal business of the Company is the ownership and development of community and neighborhood shopping centers throughout the United States. Prior to the consummation of the Mergers and the
Liquidation (described in Note 1, "Merger and Liquidation") the Predecessor was operated as a self-administered and self-managed equity real estate investment trust
("REIT"). As a result of the Merger and Liquidation, the Company is no longer operating as a REIT. On May 3, 2007, the Company's name was changed from Super IntermediateCo LLC to Centro
NP LLC.

3. Summary of Significant Accounting Policies



All
references to "we," "us," "our," "ours," "Centro NP" or the "Company" in these notes refer to Centro NP LLC and its wholly-owned and majority owned
subsidiaries and consolidated entities, unless the context indicates otherwise. All references to the "Predecessor" or "New Plan" in these notes refer to New Plan Excel Realty Trust, Inc. and
its wholly-owned and majority owned subsidiaries and consolidated entities, as it existed prior to April 5, 2007, unless the context indicates otherwise.

The
consolidated financial statements covered in this report represent the results of operations and financial condition of the Predecessor prior to April 5, 2007, and of the
Company for the period from April 5, 2007 through December 31, 2008. The accompanying consolidated financial statements of the Company and the Predecessor include accounts of their
wholly-owned subsidiaries and all partnerships in which they have a controlling interest. The portion of these entities not owned by the Company or the Predecessor is presented as minority interest as
of and during the periods presented. All inter-entity transactions have been eliminated.

When
the Company obtains an economic interest in an entity, the Company evaluates the entity to determine (i) if the entity is a variable interest entity ("VIE"), (ii) if
the Company is the primary beneficiary, in accordance with FASB Interpretation No. 46R,Consolidation of Variable Interest Entities("FIN 46") and (iii) whether the Company has a controlling interest in the entity, in accordance with the FASB's Emerging Issues Task Force ("EITF") Issue No. 04-5, Determining Whether a General Partner, or the
General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain
Rights("EITF 04-5"). The Company consolidates (i) entities that are VIEs that the Company is deemed to be the primary beneficiary of in accordance
with FIN 46 and (ii) entities that are non-VIEs which the Company controls in accordance with EITF 04-5. Entities that the Company accounts for under the
equity method (i.e., at cost, increased or decreased by the Company's share of earnings or losses, less distributions) include (i) entities that are VIEs that the Company is not deemed
to be the primary beneficiary of and (ii) entities that are non-VIEs which the Company does not control, but over which the Company has the ability to exercise significant
influence. The Company will reconsider its determination of whether an entity is a VIE and who qualifies as the primary beneficiary if certain events occur that are likely to cause a change in the
original

F-15

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

determinations.
The Predecessor applied the same evaluation process through April 4, 2007 as detailed above as being applied by the Company.



The
consolidated financial statements have been prepared by the Company and the Predecessor pursuant to the rules of the SEC and, in the opinion of the
Company, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of financial position, results of operations and cash flows in accordance with accounting
principles generally accepted in the United States ("GAAP").



There
is substantial doubt about the Company's ability to continue as a going concern given the Company's liquidity is subject to, among other things, its
ability to negotiate extensions of credit facilities (refer to subsequent events disclosures at Note 26); its reliance upon funding provided by an entity that it does not control; current
prohibition upon its ability to incur further indebtedness and the existence of restrictions upon operations which increase the risk of default and cross-default of existing debt. In addition,
uncertainty also exists due to the liquidity issues currently experienced by the Company's parent and the ultimate parent investors, Centro Properties Limited and Centro Property Trust.

The
half yearly financial statements of our ultimate parents, Centro Properties Limited ("CPL") and Centro Property Trust ("CPT"), which were lodged with Australian
regulatory bodies on February 26, 2009 identified material uncertainty (equivalent to substantial doubt) about those entities ability to continue as a going concern.

Management
is working with both its lenders and the lenders of its affiliated entities, and also with management of the ultimate parent investors of the Company, to assess a number of
options that address the Company's ongoing liquidity issues. Factors that may impact this include the current and future condition of the credit market and the US retail real estate market.

The
extension of certain debt facilities to December 31, 2010 provides the Company with more time to consider a range of different plans to address its longer term liquidity
issues and potential funding from distributions from the Residual Joint Venture and potential asset sales, among other things, should provide the Company with the ability to pay its debts as and when
they become due and payable.

No
adjustments were made to the consolidated financial statements in relation to this uncertainty.



As
of December 31, 2008, the Company did not have any outstanding shares of common stock, and all issued and potentially issuable shares of the
Predecessor's common stock had been cancelled. For periods prior to April 5, 2007, the Predecessor presented both basic and diluted earnings per share in accordance with SFAS No. 128, Earnings per
Share("SFAS No. 128"). Earnings per common share ("basic EPS") is computed by dividing net income available to common stockholders
by the weighted average number of shares of common stock outstanding for the period. Earnings per share of common

F-16

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

stock
assuming dilution ("diluted EPS") is computed by giving effect to all dilutive potential shares of common stock that were outstanding during the period. Dilutive potential shares of common stock
consist of the incremental shares of common stock issuable upon (a) the conversion of (i) limited partnership units of Excel Realty Partners, L.P. ("ERP"), a Delaware limited
partnership, (ii) convertible senior notes, (iii) restricted stock grants and (iv) contingent compensation awards and (b) the exercise of
in-the-money stock options.



Cash
equivalents consist of short-term, highly liquid debt instruments with maturities of three months or less at acquisition. At times, cash
balances at a limited number of banks may exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions. As of December 31, 2008,
the Company had not identified any specific counter-party credit risk in relation to its cash balances.



Restricted
cash consists primarily of cash held in escrow accounts for deferred maintenance, capital improvements, environmental expenditures, taxes,
insurance, operating expenses and debt service as required by certain loan agreements. All restricted cash is invested in money market accounts.



Accounts
receivable is stated net of allowance for doubtful accounts of $17.2 million and $20.5 million as of December 31, 2008 and 2007,
respectively. The Company makes, and the Predecessor made, estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company
analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition,
tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.



Land,
buildings and building and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Major replacements and betterments,
which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives; ordinary repairs and maintenance are expensed as incurred. Land, buildings and
building and tenant
improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the
property, such as pre-construction costs, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of
development are capitalized. The Company ceases capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year
from the completion of major construction activity.

F-17

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

Properties
are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings

40 yearsBuilding improvements

5 to 40 yearsTenant improvements

The shorter of the term of the related lease or useful life




In
connection with the Company's acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities acquired based
on their estimated fair values. The value of the tangible assets, consisting of land, buildings and building and tenant improvements, are determined as if vacant (i.e., at replacement cost).
Intangible assets, including the above-market value of leases and the value of in-place leases, are recorded at their relative fair values. The below-market value of leases is recorded in
other liabilities.

Above-market
and below-market lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired)
of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management's estimate of
fair market lease rates for the property or equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or
below-market lease value is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease, plus any renewal periods with fixed rental
terms that are considered to be below-market.

The
total amount of other intangible assets allocated to in-place lease values is based on management's evaluation of the specific characteristics of each lease and the
Company's overall relationship with each tenant. Factors considered in the allocation of these values include, but are not limited to, the nature of the existing relationship with the tenant, the
tenant's credit quality, the expectation of lease renewals, the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs
to execute similar leases. Management will also consider information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real
estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management's assessment of
specific
market conditions. Management will estimate costs required to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been
negotiated in connection with the purchase of a property. Independent appraisals and/or management's estimates will be used to determine these values.

The
value of in-place leases is amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles is amortized to expense over
the initial terms of the leases; however, no amortization period for intangible assets will exceed the remaining depreciable life of the building.

F-18

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

In
the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments, lease origination costs, in-place values and
tenant relationship values, will be charged as an expense.



On
a periodic basis, management assesses whether there are any indicators that the value of its real estate properties may be impaired. A property's value is
impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property (taking into account the anticipated holding
period of the asset) is less than the carrying value of the property. Such estimate of cash flows considers factors such as expected future operating income, trends and prospects, as well as the
effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of
the property, and reflected as an adjustment to the basis of the property.

In
conducting an impairment analysis of the Company's long-lived assets, management applied a probability weighting as to how long the assets would be held prior to disposal,
as contemplated in SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets("SFAS No. 144"). The
probability weighting takes into consideration the likelihood of disposal of each asset. During the year ended December 31, 2008, changes to the holding period probability weighting were made
in the impairment analysis. For a number of properties, the likelihood of disposal of each asset increased significantly due to changes in management's plans for such assets. As a result of the change
to the probability weighting, a number of properties were identified as being impaired in accordance with SFAS No. 144. For the year ended December 31, 2008, the total impairment charge
on
all properties was $260.0 million ($229.9 million relating to the continuing operations and $30.1 million relating to the discontinued operations, refer to Note 7). For the
period from April 5, 2007 to December 31, 2007, the total impairment charge on all properties was $27.8 million. There was no impairment on properties for the period from
January 1, 2007 to April 4, 2007. The impairment charge for the year ended December 31, 2008 arose due to a decrease in the estimated cash flows from the properties over the
estimated holding period. The changes to cash flows included both revisions to forecast sale prices and operating cash flows.

The
decrease in forecast sale prices on the Company's real estate investments has been caused by increase in market capitalization rates during the year ended December 31, 2008.
This increase in market capitalization rates is a response to various market trends, in particular the growing negative economic outlook.

In
relation to changes to forecast operating cash flows, management undertook a detailed reforecast of real estate net operating results during the year ended December 31, 2008.
This reforecast identified reduced cash flows due to changes in lease up assumptions and tenant vacancies.

When
assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in
management's opinion, the net sales price of the assets that have been identified for sale is less than the net book value of the assets, an impairment charge is recorded. Refer to Note 6 for
further information on assets designated as held for sale. Refer to Note 7 for information relating to impairment loss recognized on assets

F-19

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

designated
as held for sale. For investments accounted for under the equity method, a loss is recognized if the loss in value of the investment is other than temporary. During the year ended
December 31, 2008, management identified an other than temporary loss in value in eight of its investments accounted for under the equity method. The other than temporary impairment charge for
the year ended December 31, 2008 was $63.8 million, of which $50.8 million relates to the three months ended December 31, 2008. Management has identified that the cause for
the other than temporary loss is the decrease in the fair value of the underlying real estate investments of each of the investments accounted for under the equity method along with unfavorable
movements in the fair valuation of the debt held by each of the investments accounted for under the equity method. The decrease in fair value of the underlying real estate has been caused by an
increase in market capitalization rates during the year ended December 31, 2008. The increase in market capitalization rates is a response to various market trends, in particular the growing
negative economic outlook. The main driver to the unfavorable movements in the fair valuation of debt has been the significant decrease in risk free rates during the three months ended
December 31, 2008. See Note 10 for additional information.



Costs
incurred in obtaining tenant leases (including internal leasing costs) are amortized using the straight-line method over the terms of the
related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Costs incurred in obtaining
long-term financing are amortized and charged to interest expense using the straight-line method over the terms of the related debt agreements, which approximates the effective
interest method, over the terms of the related debt agreements.



The
Company capitalizes and the Predecessor capitalized internal leasing costs in accordance with SFAS No. 91,Nonrefundable
Fees & Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.Please refer to the following table for additional information regarding
the capitalization of internal leasing costs (dollars in thousands).

Balance at December 31, 2005


12,512Costs capitalized


7,032Amortization/writeoffs


(3,529
)Balance at December 31, 2006

$
16,015Balance at April 5, 2007(1)

$
Costs capitalized


3,914Amortization/writeoffs


(888
)Balance at December 31, 2007

$
3,026Costs capitalized


1,974Amortization/writeoffs


(2,015
)Balance at December 31, 2008

$
2,985






F-20

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)



The
Company has direct equity investments in several joint venture projects. The Company accounts for these investments in unconsolidated ventures using the
equity method of accounting, as the Company exercises significant influence over, but does not control, and is not the primary beneficiary of, these entities. These investments are initially recorded
at cost, as "Investments in/advances to unconsolidated ventures", and subsequently adjusted for equity in earnings and cash contributions and distributions. Intercompany fees and gains on property
transactions are eliminated to the extent of the Company's ownership interest.

To
the extent that the Company contributes assets to a joint venture project, the difference between the Company's cost basis in the assets and the basis reflected at the joint venture
level is amortized over the life of the related asset and included in the Company's share of equity in income of unconsolidated ventures.

In
accordance with APB Opinion No. 18,The Equity Method of Accounting for Investments in Common Stock,the Company evaluates its
investments in unconsolidated entities for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in the value of its
investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the excess of the investment's carrying amount over
its estimated fair value. As a result of this impairment analysis, impairments have been identified and recorded on a number of the Company's investments in / advances to unconsolidated ventures.
Further information relating to these impairments is provided at Note 10.



The
Company's intangible assets, other than those acquired in business combinations, include property management rights, and an asset management fee stream.
These assets were initially measured based on their fair values and are being amortized on a straight-line basis over a period of 10 to 40 years. These assets are stated at cost,
net of accumulated amortization.

The
Company undertook an impairment analysis of its intangible assets balance as of May 1, 2008 as part of its SFAS No. 142 impairment analysis over the Company's goodwill
prior to its distribution on May 1, 2008. Based on the analysis, it was determined that the Company's property management rights and asset management fee stream were impaired. Accordingly, an
impairment loss of approximately
$19.2 million was recorded against the Company's intangible asset balance for the period ended June 30, 2008.

The
impairment charge taken in the three months ended June 30, 2008 was required due to the significant reduction in the Company's and its affiliates' forecast cash flow streams
derived from certain property and funds management services. The impairment charge was due to reduction in forecast cash flows derived from certain property and funds management services. The recent
developments relating to the Company's refinancing has resulted in further decrease in growth opportunities in relation to certain property and funds management services. No further impairment charges
were recorded for the year ended December 31, 2008 in accordance with impairment analysis completed as required by SFAS No. 144.

F-21

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)



The
Company accounts for its goodwill in accordance with SFAS No. 142,Goodwill and Other Intangible
Assets("SFAS No. 142"). SFAS No. 142 modifies the previous accounting treatment of goodwill, eliminating the amortization of goodwill and requiring that goodwill
be tested on an annual basis for possible impairment.

The
Company undertook an impairment analysis of the goodwill balance as of December 31, 2007. In accordance with SFAS No. 142, the Company is required to undertake an
annual impairment test of goodwill. The Company has elected December 31, as the date for its annual impairment testing. In accordance with SFAS No. 142, the goodwill balance was
attributed to the management business reporting unit of the Company. As discussed in Note 1 above, the Service Business Transfer was completed in accordance with the Distribution, Contribution
and Assignment Agreement between the Company, Super LLC, Management Joint Venture, Centro US Employment Company, LLC and Centro New Plan Inc. on May 1, 2008. Accordingly,
the goodwill balance has been recorded as a distribution on May 1, 2008. In accordance with SFAS No. 142, prior to the distribution of goodwill balance, the goodwill balance was subject
to an impairment analysis. As a result of such analysis, an impairment charge of $154.3 million was incurred. The impairment charge was due to reduction in forecast cash flows derived from
certain property and funds management services.



The
Company accounts for derivative and hedging activities in accordance with SFAS No. 133,Accounting for Derivative
Instruments and Hedging Activities("SFAS No. 133") and SFAS No. 138,Accounting for Certain Derivative Instruments and Certain Hedging
Activities. These accounting standards require the Company to measure derivatives, including certain derivatives embedded in other contracts, at fair value and to recognize
them in the Consolidated Balance Sheets as assets or liabilities, depending on the Company's rights or obligations under the applicable derivative contract. For periods subsequent to April 5,
2007, the Company does not qualify for hedge accounting under SFAS No. 133. Accordingly, for all derivative instruments the changes in fair value of the derivative instrument is recorded in
earnings. Prior to April 5, 2007, the Predecessor elected to use hedge accounting under SFAS No. 133. Under that pronouncement, changes in the fair value of derivatives designated as
fair value hedges were recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative were reported in other comprehensive
income ("OCI") and subsequently reclassified into earnings when the hedged item affected earnings. Changes in fair value of derivative instruments were not designated as hedging instruments, and
ineffective portions of hedges, were recognized in earnings in the current period. During the year ended December 31, 2008, the Company settled its two reverse arrears swap agreements. Both of
these swap agreements were due to mature in February 2011. The swaps were settled for a total payment of approximately $0.4 million. As a result of the settlement, the Company does not hold any
derivatives as of December 31, 2008. Refer to Note 14 for further information.



The
Company accounts for its conditional asset retirement obligations in accordance with FASB Interpretation No. 47,Accounting
for Conditional Asset Retirement Obligations("FIN 47"). A conditional

F-22

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

asset
retirement obligation refers to a legal obligation (pursuant to existing law or contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditioned
upon the occurrence of a future event that may or may not be within the control of the Company. The Company's conditional asset retirement obligations arise primarily from legal requirements to
decontaminate buildings at the time the buildings are sold or otherwise disposed of. In accordance with FIN 47, the Company has reasonably estimated the fair value of its conditional asset
retirement obligations and has recognized a liability for conditional asset retirement obligations of approximately $1.9 million and $2.2 million as of December 31, 2008 and 2007,
respectively.



The
Company has one wholly-owned captive insurance company, ERT CIC, LLC ("ERT CIC"), which underwrites the first layer of general liability insurance
programs for the Company's wholly-owned, majority-owned and joint venture properties (excluding properties owned by CA New Plan Acquisition Fund, LLC, CA New Plan Direct Investment
Fund, LLC and CA New Plan Venture Fund, LLC, which are covered under a separate policy). The Company carries general liability insurance on its properties in amounts that it believes
(i) adequately insures all of its properties and (ii) are in line with coverage obtained by owners of similar properties. The Company has purchased stop loss insurance, which will
reimburse the Company for individual claims in excess of $0.3 million annually, or aggregate claims in excess of $3.7 million annually. If the Company experiences a loss and ERT CIC is
required to pay under its insurance policy, the Company would ultimately record a loss to the extent of such required payment. Because the Company owns ERT CIC, the Company is responsible for ERT
CIC's liquidity and capital resources, and the accounts of ERT CIC are part of the Company's and the Predecessor's consolidated financial statements.



Rental
revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases. The cumulative difference
between lease revenue recognized under this method and contractual lease payment terms is recorded as "deferred rent receivable" on the accompanying Consolidated Balance Sheets. Certain leases provide
for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales levels are achieved. The leases also typically provide for tenant
reimbursement of common area maintenance and other operating expenses. Rental revenue also includes lease termination fees. The Company recognized approximately $3.6 million of lease
termination fees for the year ended December 31, 2008. The Company also recognized approximately $4.3 million of lease termination fees for the period from April 5, 2007 through
December 31, 2007. The Predecessor recognized approximately $2.1 million of lease termination fees for the period from January 1, 2007 through April 4, 2007. Additionally,
the Predecessor recognized approximately $6.8 million of lease termination fees for the year ended December 31, 2006.



Income
from discontinued operations is computed in accordance with SFAS No. 144. SFAS No. 144 requires, among other things, that the primary
assets and liabilities and the results of operations of the Company's real property that has been sold, or otherwise qualifies as "held for sale"

F-23

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

(as
defined by SFAS No. 144), be classified as discontinued operations and segregated in the accompanying Consolidated Statements of Operations and Comprehensive Income/(Loss) and Consolidated
Balance Sheets. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within the next twelve months.



The
Predecessor elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. In order to maintain
its qualification as a REIT, the Predecessor was required to, among other things, distribute at least 90% of its REIT taxable income to its stockholders and meet certain tests regarding the nature of
its income and assets. As a REIT, the Predecessor was not subject to federal income tax with respect to the portion of its income that met certain criteria and was distributed annually to the
stockholders. Subsequent to the Merger and the Liquidation, the Company is organized as a limited liability company and is not subject to federal income tax. Accordingly, no provision for federal
income taxes is included in the accompanying consolidated financial statements.

The
Company is, and the Predecessor was, subject to certain state and local taxes. Provision for such taxes has been included in general and administrative expenses in the accompanying
Consolidated Statements of Operations and Comprehensive Income/(Loss).

The
Predecessor elected to treat certain of its subsidiaries as taxable REIT subsidiaries ("TRS"). In general, the TRSs of the Predecessor performed additional services for tenants of
the Predecessor and generally engaged in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the
provision to any person, under a franchise, license or otherwise, of rights to any brand name under which any lodging facility or health care facility is operated). The TRS was subject to corporate
federal income tax. As a result of the Merger, and the fact that the Company is no longer operating as a REIT, the Predecessor's TRSs are now operating as corporations. In addition, the corporations
had other net tax assets, most
significantly relating to an asset impairment recognized in fiscal 2003, for financial accounting purposes that will not be recognized for tax purposes until the property is sold. The Company has
ascribed a full valuation allowance to these net deferred tax assets.

In
June 2006, the FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement
No. 109("FIN 48"). FIN 48 (i) clarifies the accounting for uncertainty in income taxes recognized in companies' financial statements in accordance
with FASB Statement No. 109,Accounting for Income Taxes, (ii) prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and (iii) provides guidance on derecognition of recognized tax benefits,
classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for fiscal years beginning after December 15, 2006. The Company
has no material uncertain tax positions as of December 31, 2008.



The
principal business of the Company is the ownership and development of community and neighborhood shopping centers. The Company does not distinguish or
group its operations on a

F-24

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

geographical
basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP. Further, all of the
Company's operations and assets are within the United States and no tenant comprises more than 10% of revenue.



The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most
significant assumptions and estimates relate to impairments of real estate, recovery of mortgage notes and trade accounts receivable and depreciable lives.



In
accordance with the provisions of SFAS No. 144, certain prior period amounts have been reclassified to conform with the current period presentation.



In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial
Liabilitiesincluding an Amendment to FAS No. 115, ("SFAS No. 159"), which permits entities to choose to measure certain financial assets and
liabilities at fair value with changes in fair value reflected in earnings. The fair value option may be applied on an instrument-by-instrument basis. SFAS No. 159 is
effective for the Company as of January 1, 2008. The Company has elected not to measure any of its eligible financial assets or liabilities at fair value and therefore the adoption of
SFAS 159 did not have an impact on its consolidated financial statements. The only financial assets recorded at fair value as of December 31, 2008 are those required to be fair valued
under other accounting standards.

In
September 2006, the FASB issued Statement No. 157,Fair Value Measurements("SFAS No. 157"). SFAS No. 157 defines
fair value and establishes a framework for measuring fair value in accordance with GAAP and expands disclosure requirements regarding fair value measurements. SFAS No. 157 is effective for the
Company as of January 1, 2008, refer to Note 23 of these consolidated financial statements for further details relating to fair value measurements. During February 2008, the FASB issued
two Staff Positions that (i) partially deferred the effective date of SFAS No. 157 for one year for certain non-financial assets and non-financial liabilities and
(ii) removed certain leasing transactions from the scope of SFAS No. 157. The impact of partially adopting SFAS No. 157 did not have a material impact on the Company's financial
position or results of operations.



In
December 2007, the FASB issued SFAS No. 141 (revised),Business Combinations("SFAS
No. 141(R)"). SFAS No. 141(R) changes the accounting for business combinations including the measurement of acquirer shares issued in consideration for a business combination, the
recognition of contingent consideration, the accounting for pre-acquisition gain and loss contingencies, the recognition of capitalized in-process research and development, the
accounting for acquisition-related restructuring

F-25

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

cost
accruals, the treatment of acquisition related transaction costs and the recognition of changes in the acquirer's income tax valuation allowance. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for certain tax
adjustments for prior business combinations. Accordingly, the Company will adopt this statement on January 1, 2009. The Company is currently evaluating the impact of adopting SFAS
No. 141(R).

In
December 2007, the FASB issued SFAS No. 160,Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB
No. 51("SFAS No. 160"). SFAS No. 160 changes the accounting for non-controlling (minority) interests in consolidated financial statements
including the requirements to classify non-controlling interests as a component of consolidated stockholders' equity, and the elimination of "minority interest" accounting in results of
operations with earnings attributable to non-controlling interests reported as part of consolidated earnings. Additionally, SFAS No. 160 revises the accounting for both increases
and decreases in a parent's controlling ownership interest. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The Company is
currently evaluating the impact of adopting SFAS No. 160.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement
No. 133, ("SFAS No. 161") which amends and expands the disclosure requirements of FAS 133 to require qualitative disclosure about objectives and strategies
for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008, with early application
encouraged. SFAS No. 161 also encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact the adoption of
SFAS No. 161 will have on the Company.

In
April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets("FSP
FAS 142-3"). FSP FAS 142-3 removes the requirement of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") for an entity
to consider, when determining the useful life of an acquired intangible asset, whether the intangible asset can be renewed without substantial cost or material modifications to the existing terms and
conditions associated with the intangible asset. FSP FAS 142-3 replaces the previous useful-life assessment criteria with a requirement that an entity considers its own
experience in renewing similar arrangements. If the entity has no relevant experience, it would consider market participant assumptions regarding renewal. FSP FAS 142-3 is effective
for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company will adopt this
interpretation on January 1, 2009, as required, and management is still evaluating the impact on the Company's Consolidated Financial Statements.

In
June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("EITF 03-6-1"), which classifies unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires them to be included in the computation of earnings per share
pursuant to the two-class method described in SFAS No. 128, "Earnings per Share." EITF 03-6-1 is effective for financial statements issued for fiscal
years

F-26

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

beginning
after December 15, 2008. Earlier adoption is prohibited. All prior-period earnings per share data presented are to be adjusted retrospectively. The Company is currently assessing the
impact the adoption of EITF 03-6-1 will have on the Company's financial position and results of operations, but note that this adoption will only impact the comparative
financial information.

It
has been determined that any recently issued accounting standards or pronouncements not mentioned in the note have been excluded as they either are not relevant to the Company, or
they are not expected to have a material effect on the consolidated financial statements of the Company.

4. Pro Forma Financials

The following table summarizes, on an unaudited pro forma basis, the results of operations for the years ended December 31, 2007 and 2006 as though the Merger and Liquidation had
occurred at the beginning of each period presented (dollars in thousands):

2007

2006Pro forma rental revenues

$
541,775

$
492,983Pro forma operating expenses


(397,813
)

(299,324
)Impairment of real estate


(27,775
)

Impairment of goodwill and other intangibles


(547,635
)

(Loss) income before real estate sales, minority interest and other income and expenses


(431,448
)

193,659Pro forma other income (expenses), net


(87,475
)

(90,367
)Pro forma minority interest


(4,552
)

(745
)Pro forma (loss) income from continuing operations


(523,475
)

102,547Pro forma (loss) income from discontinued operations


(680
)

11,260Gain on sale of real estate





1Pro forma net (loss) income

$
(524,155
)
$
113,808


5. Acquisitions and Dispositions



There
were no acquisitions during the year ended December 31, 2008.

During
the period from April 5, 2007 through December 31, 2007, the Company acquired a parcel of land immediately adjacent to a property owned by the Company, the remaining
75% interest in a shopping center in which the Company owned the other 25% and one land parcel. The Company also acquired the remaining 90% interests in the properties owned by three of the joint
ventures in which the Company owned the other 10% of each of the properties owned by the joint ventures (CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund, LLC and CA New Plan
Direct Investment Fund, LLC). Combined, these joint ventures owned a total of eighteen properties. During the period

F-27

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)

from
January 1, 2007 to April 4, 2007, the Predecessor acquired one shopping center and one land parcel. Please refer to the following table for additional details (dollars in millions).

Purchase Price ComponentsProperty Name

Location

Property
Type

Acquisition
Date

Gross
Leasable
Area(1)

Purchase
Price

DownREIT
Partnership
Units

Assumed
Debt

CashPredecessor:Land at the Rising Sun Towne Centre

Rising Sun, MD

Land


01/05/07


2.8 Acres

$
2.0

$


$


$
2.0Stewart Plaza

Garden City, NY

Shopping Center


01/24/07


193,622


32.7


6.3





26.4Predecessor Total











$
34.7

$
6.3

$


$
28.4Company:Land at Wynnewood Village

Dallas, TX

Land


06/06/07


1.8 Acres

$
0.4

$


$


$
0.4The Centre at Preston Ridge(2)

Frisco, TX

Shopping Center


08/03/07


730,025


147.5








147.5Land at Victory Square

Savannah, GA

Land


08/09/07


0.9 Acres


0.6








0.6Various properties previously owned by CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund, CA New Plan Direct Investment Fund, LLC(3)

Various

Shopping Center


11/6/07


3,177,531


249.5





190.0


59.5Company Total











$
398.0

$


$
190.0

$
208.0


---

F-28

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)

During the year ended December 31, 2006, the Predecessor acquired eight shopping centers (including two buildings immediately adjacent to properties owned by the Predecessor and
the remaining 90% interests in two shopping centers in which the Predecessor owned the other 10% interests), six land parcels, and a leasehold interest in a new development project. Please refer to
the following table for additional details (dollars in millions, except footnotes).

Purchase Price ComponentsProperty Name

Location

Property
Type

Acquisition
Date

Gross
Leasable
Area(1)

Purchase
Price

ERP
Units

Assumed
Debt

CashBuilding at Tarpon Mall

Tarpon Springs, FL

Shopping Center


01/27/06


6,580

$
2.3

$


$


$
2.3Building at Hazel Path

Hendersonville, TN

Shopping Center


02/21/06


94,977


4.8








4.8Shoppes at Hickory Hollow

Antioch, TN

Shopping Center


09/21/06


144,469


15.5





10.8


4.7The Quentin Collection

Kildeer, IL

Shopping Center


09/22/06


171,179


38.2








38.2the Shoppes at Cinnaminson

Cinnaminson, NJ

Land


09/29/06


40 acres


10.7








10.7Land at Brentwood Plaza

Cincinnati, OH

Land


10/19/06


1.2 acres


0.7








0.7Ventura Downs(2)(3)

Kissimmee, FL

Shopping Center


11/01/06


98,191


42.7








27.1Odessa-Winwood Town Center(2)(4)

Odessa, TX

Shopping Center


11/01/06


343,603








15.6


A&P Fresh Market

Clark, NJ

Leasehold Interest


11/10/06














Land at Culpepper Plaza

College Station, TX

Land


11/16/06


0.6 acres


0.2








0.2Fox Run Mall

Glastonbury, CT

Shopping Center


12/01/06


97,086


17.5


4.8





12.7Land at Rising Sun Towne Center

Rising Sun, MD

Land


12/05/06


5.3 acres


0.7








0.7Land at Victory Square

Savannah, GA

Land


12/12/06


9.8 acres


0.6








0.6Memphis Commons

Memphis, TN

Shopping Center


12/21/06


336,638


42.0





17.2


24.8Land at Wabash Crossing(5)

Wabash, IN

Land


12/22/06


26.5 acres


2.6








2.6Total











$
178.5

$
4.8

$
43.6

$
130.1


---

Additionally, on June 20, 2006, NewSem Tyrone Gardens LLC, a joint venture with The Sembler Company in which the Predecessor held a
90% interest, acquired Tyrone Gardens, a 209,337 square foot shopping center located in St. Petersburg, Florida, for approximately $19.0 million, including approximately
$9.0 million of assumed mortgage indebtedness. In accordance with the provisions of EITF 04-5, this property is included as a consolidated entity in the accompanying
Consolidated Financial Statements.

F-29

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)



During
the year ended December 31, 2008, the Company sold 28 shopping centers and three land parcels for aggregate gross proceeds of approximately
$106.3 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 3), the Company recorded the results of operations and the related gain
(loss) on sale as income (loss) from discontinued operations (Note 7).

During
the period from January 1, 2007 through April 4, 2007, the Predecessor sold two land parcels for aggregate gross proceeds of approximately $4.5 million.
During the period from April 5, 2007 through December 31, 2007, the Company sold three properties and seven land parcels for aggregate gross proceeds of approximately
$17.4 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 3), the Company and the Predecessor, as applicable, recorded the results
of operations and the related gain on sale as income (loss) from discontinued operations (Note 7).

During
2006, the Predecessor sold 29 properties and six land parcels for aggregate gross proceeds of approximately $124.0 million. In connection with the sale of these properties,
and in accordance with SFAS No. 144 (Note 3), the Predecessor recorded the results of operations and the related gain on sale as income from discontinued operations (Note 7).

6. Real Estate Held for Sale

As of December 31, 2008, one shopping center was classified as "Real estate held for sale." Such shopping center had an aggregate net realizable value of approximately
$5.0 million as of December 31, 2008.

As
of December 31, 2007, one land parcel was classified as "Real estate held for sale." Such land parcel had an aggregate book value of approximately $0.4 million as of
December 31, 2007.

As
of December 31, 2006, three retail properties and three land parcels were classified as "Real estate held for sale." These properties are located in four states and have an
aggregate gross leasable area of approximately 0.2 million square feet. Such properties had an aggregate book value of approximately $28.6 million, net of accumulated depreciation of
approximately $0.7 million as of December 31, 2007. In accordance with SFAS No. 144 (Note 3), the Company has recorded the results of operations and the related impairment
of any operating properties, excluding land parcels, classified as held for sale as income from discontinued operations (Note 7).

F-30

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Income from Discontinued Operations

The following is a summary of income from discontinued operations for the years ended December 31, 2008, 2007 and 2006 (dollars in thousands):

Company

PredecessorYear Ended
December 31,
2008

Period from
April 5, through
December 31,
2007

Period from
January 1,
through April 4,
2007

Year Ended
December 31,
2006Total revenue

$
12,796

$
13,000

$
3,821

$
29,062Operating costs


(3,097
)

(2,608
)

(1,056
)

(6,031
)Real estate taxes


(2,008
)

(1,733
)

(591
)

(3,767
)Depreciation and amortization


(5,687
)

(5,302
)

(871
)

(6,042
)Provision for doubtful accounts


(824
)

(283
)

790


(1,336
)Interest expenses


(1,284
)

(470
)

(154
)

(626
)General and administrative


(4
)

(7
)




Total operating costs


(12,904
)

(10,403
)

(1,882
)

(17,802
)(Loss) income from discontinued operations before impairment and gain on sale


(108
)

2,597


1,939


11,260(Loss) gain on sale of other discontinued operations


(2,935
)




2,464


14,648Impairment of real estate held for sale and other discontinued operations


(30,168
)

(5,216
)




(907
)(Loss) income from discontinued operations

$
(33,211
)
$
(2,619
)
$
4,403

$
25,001


8. Marketable Securities

The Company has classified all investments in equity securities as
available-for-sale. All investments are recorded at current market value with an offsetting adjustment to members' capital (dollars in thousands):

December 31, 2008

December 31, 2007Cost basis

$
9,844

$
5,175Unrealized holding gains


194


1,599Fair value

$
10,038

$
6,774


The
weighted average method is used to determine realized gain or loss on securities sold. The fair value of marketable securities is based upon quoted market prices as of
December 31, 2008 and 2007. Refer to further discussion of fair value at Note 23.

F-31

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Mortgages and Notes Receivable

The Company had the following mortgages and notes receivable (dollars in thousands):

December 31, 2008

December 31, 2007Leasehold mortgages, interest at 10% to 12%, due 2008 to 2010

$


$
531Promissory note, interest free, due 2008(1)





1,415Total

$


$
1,946






10. Investments in/Advances to Unconsolidated Ventures

The following table summarizes the Company's investments in unconsolidated joint ventures as of December 31, 2008 and 2007 (dollars in thousands). The Company accounts for these
investments using the equity method.

Investments in/Advances to Unconsolidated Ventures December 31,Percent
OwnershipCity

State

JV Partner

2008

2007Arapahoe Crossings, L.P.(1)(9)

Aurora

CO

Foreign Investor


30
%
$
8,322

$
14,410BPR Land Partnership, L.P.(2)

Frisco

TX

George Allen/Milton Schaffer


50
%

4,146


3,812BPR South, L.P.(2)

Frisco

TX

George Allen/Milton Schaffer


50
%

1,401


1,401Centro NP Residual Holding LLC(9)

Various

Various

Super LLC


49
%

570,494


340,290Centro GA America LLC(9)

Various

Various

Centro Shopping America Trust


5
%

29,679


49,892NP/I&G Institutional Retail Company, LLC(4)(9)

Various

Various

JPMorgan Investment Management Inc.


20
%

32,974


37,106NP/I&G Institutional Retail Company II, LLC(5)(6)(9)

Various

Various

JPMorgan Investment Management Inc.


20
%

11,006


14,995NPK Redevelopment I, LLC(7)(9)

Various

Various

Kmart Corporation (Sears Holding Corp.)


20
%

11,516


9,507NP/SSP Baybrook, LLC(5)(9)

Webster

TX

JPMorgan Investment Management Inc.


20
%

2,454


2,734Westgate Mall, LLC(8)(9)

Fairview Park

OH

Transwestern Investment Company/ The Richard E. Jacobs Group


10
%

1,070


1,458Investments in/Advances to Unconsolidated Ventures










$
673,062

$
475,605


---

In connection with the Merger, the Company's investments in unconsolidated ventures were recorded at fair value.

F-32

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)



Combined summary financial information for the Company's investments in/advances to unconsolidated ventures was as follows (dollars in thousands,
except footnotes):

December 31, 2008

December 31, 2007Condensed Combined Balance SheetsAssets:Real estate assets

$
5,123,998

$
3,953,015Accumulated depreciation


(361,524
)

(233,524
)Net real estate


4,762,474


3,719,491Trade receivable, net of allowance for doubtful accounts


51,859


36,894Other assets, net of accumulated amortization


569,034


763,739Total Assets

$
5,383,367

$
4,520,124Liabilities:Mortgages payable, net of unamortized premium

$
2,194,479

$
1,818,303Term loan


829,000


724,000Amounts payable to New Plan


3,625


1,788Other liabilities


275,727


215,069Total liabilities


3,302,831


2,759,160Total partners' capital


2,080,536


1,760,964Total liabilities and partners' capital

$
5,383,367

$
4,520,124Investments in / advances to unconsolidated ventures

$
673,062

$
475,605


F-33

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)



Company

PredecessorYear Ended
December 31, 2008

Period from
April 5,
through
December 31, 2007

Period from
January 1,
through
April 4, 2007

Year Ended
December 31, 2006Condensed Combined Statements of IncomeRental revenues

$
570,809

$
265,947

$
90,931

$
308,530Operating expenses


(170,392
)

(83,392
)

(25,850
)

(88,089
)Interest expense


(180,747
)

(93,578
)

(27,621
)

(96,682
)Depreciation and amortization


(202,173
)

(80,647
)

(27,189
)

(98,626
)Other income (expense), net


(12,701
)

3,149


124


443Gain on sale of real estate, net


1,085


9,053


1,221


18,989Impairment of real estate


(149,520
)







Income from discontinued operations


(15,309
)

(191
)

720


2,840Net (loss) income

$
(158,948
)
$
20,341

$
12,336

$
47,405Company's/Predecessor's share of net (loss) income

$
(10,778
)
$
2,576

$
974

$
5,143


The
Company evaluates its investments in unconsolidated ventures for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate
that a decrease in the value of its investment in the unconsolidated venture has occurred which is other-than-temporary. The amount of impairment recognized is the excess of
the investment's carrying amount over its estimated fair value. Refer to further information below relating to impairments recorded for each unconsolidated venture held by the Company.

The
following is a brief summary of the unconsolidated joint venture obligations of the Company as of December 31, 2008:





F-34

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)





F-35

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)





F-36

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)







F-37

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Investments in/Advances to Unconsolidated Ventures (Continued)





11. Intangible Assets

Intangible assets are comprised of the following (dollars in thousands):

December 31,
2008

December 31,
2007

Amortization
PeriodIn-place lease value, legal fees and leasing commissions, net (Note 3)

$
324,557

$
547,052

Life of leaseAbove market leases acquired, net (Note 3)


9,885


11,731

Life of leaseOther intangibles, net(1)





615

20 yearsValue of asset management fee stream, net (Note 3)


23,433


41,578

40 yearsValue of property management rights, net (Note 3)


103,335


105,733

20 yearsTotal

$
461,210

$
706,709






F-38

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Intangible Assets (Continued)



Aggregate
amortization expense on these assets was as follows and included the write-offs detailed below (dollars in thousands):

Company

PredecessorYear ended
December 31,
2008

Period from
April 5,
through
December 31,
2007

Period from
January 1
through April 4, 2007Amortization Expense

$
113,730

$
114,455

$
3,010Write-offs


6,955
(1)(2)




78






The
estimated amortization expense on these assets during the next five fiscal years is as follows (dollars in thousands):

Year2009

$
74,0702010


58,3032011


49,3742012


41,4852013


34,771


F-39

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations

As of December 31, 2008 and 2007, the Company had the following debt obligations under various arrangements with financial institutions (dollars in thousands, except footnotes):

Carrying Value as ofMaximum
Amount
Available

December 31,
2008

December 31,
2007

Stated
Interest
Rates

Scheduled
Maturity
DateCREDIT AGREEMENTSAmended July 2007 Facility(1)

$


$
306,500

$
306,800


LIBOR + 175 bp(2)(3)(10)


December 2010
(9)Secured Term Loans(4)





173,084


181,488


Variable(5)


2010
(9)(12)Total Credit Agreements

$


$
479,584

$
488,288MORTGAGES PAYABLEFixed Rate Mortgages




$
392,273

$
429,515


5.015% - 11.67%


2009 - 2028Variable Rate Mortgages





8,156


8,734


Variable(6)


2009 - 2011Total Mortgages(7)





400,429


438,249Net unamortized premium





8,434


13,426Total Mortgages, net




$
408,863

$
451,675NOTES PAYABLE7.40% unsecured notes




$
150,000

$
150,000


7.400%


September 2009
(11)3.75% unsecured notes(8)





217


217


3.750%


June 20234.50% unsecured notes





150,000


150,000


4.500%


February 20115.13% unsecured notes





125,000


125,000


5.125%


September 20125.50% unsecured notes





50,000


50,000


5.500%


November 20135.30% unsecured notes





100,000


100,000


5.300%


January 20155.25% unsecured notes





125,000


125,000


5.250%


September 20157.97% unsecured notes





10,000


10,000


7.970%


August 20267.65% unsecured notes





25,000


25,000


7.650%


November 20267.68% unsecured notes





10,000


10,000


7.680%


November 20267.68% unsecured notes





10,000


10,000


7.680%


November 20266.90% unsecured notes





25,000


25,000


6.900%


February 20286.90% unsecured notes





25,000


25,000


6.900%


February 20287.50% unsecured notes





25,000


25,000


7.500%


July 2029Total Notes





830,217


830,217Net unamortized premium (discount)





26,704


30,464Total Notes, net




$
856,921

$
860,681CAPITAL LEASES




$
30,266

$
30,902


7.500%


June 2031TOTAL DEBT




$
1,775,634

$
1,831,546


---

F-40

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

On December 15, 2008, the Company entered into a letter agreement (the "December 2008 Facility Extension Agreement") modifying and waiving
various provisions of the $350.0 million unsecured revolving credit facility the Company entered into on July 31, 2007, with Bank of America N.A., as administrative agent (as amended,
the "Amended July 2007 Facility"). The December 2008 Facility Extension Agreement, among other things, extended the maturity date of the Amended July 2007 Facility to January 15, 2009.

On
January 15, 2009, the Company entered into a supplement to the Amended July 2007 Revolving Facility (the "Supplement to the Amended July 2007 Facility") modifying certain terms
and conditions of the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered into by the Company with Bank of America, as administrative agent, on
February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and the December

F-41

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

2008
Facility Extension Agreement. Following the Supplement to the Amended July 2007 Facility, the Amended July 2007 Facility has a maturity date of December 31, 2010. As of January 15,
2009, the Company had an aggregate of $306.5 million borrowing outstanding under the Amended July 2007 Facility. Borrowings under the Amended July 2007 Facility bear interest at a rate per
annum equal to, at our option, the prime rate or LIBOR plus an applicable margin of 1.75%. Interest on the outstanding balance that accrued during the period from December 16, 2007 through
February 14, 2008 accrued at a rate equal to LIBOR or the prime rate plus 1.75% less the applicable margin in effect immediately prior to the amendment entered into on February 14, 2008.

In
addition to the interest that accrues and is paid currently, upon the occurrence of an event of default, additional interest would accrue from May 7, 2008 at a rate of 5.5%,
thereby increasing the
total interest rate to LIBOR or the prime rate plus 7.25%. This additional interest becomes due and payable only upon the occurrence of an event of default as defined in the Amended July 2007
Facility. For illustrative purposes only, if such event of default had arisen as of December 31, 2008, total additional interest to be accrued would be approximately $11.3 million. No
such event of default has occurred, therefore interest continues to accrue at LIBOR or the prime rate plus 1.75%.

Additionally,
if an event of default occurs and is continuing, interest on the balance accrues at a rate equal to LIBOR or the prime rate plus 11.25% (an increase of 4%). The new default
interest rate provided under the Amended July 2007 Facility is applicable from the date of such event of default. No further borrowings under the Amended July 2007 Facility are permitted and any
amounts repaid or prepaid prior to the maturity date may not be reborrowed.

The
Amended July 2007 Facility is secured by assets held by the Company, as well as by certain assets held by the Residual Joint Venture.

Additionally,
the loans and other obligations under the Amended July 2007 Facility are required to be paid, and the commitments will be reduced accordingly, upon the receipt by the
Company of net proceeds from the disposition of certain properties. Net proceeds in respect of certain casualty and condemnation events affecting certain properties are required to be applied towards
the prepayment of the loans as well. Except under certain limited circumstances, the Company is prohibited from selling or transferring property, making equity issuances or making payments of cash or
other property with respect to indebtedness without lender consent. The requirement that the Company manage at least 90% of its properties was revised to permit the Management Joint Venture or one of
its indirect or direct subsidiaries to also act as manager of such properties.

CPT
Manager Limited, as a responsible entity of the CPT and CPL agreed under the Supplement to the Amended July 2007 Facility to take and avoid taking certain actions with respect to the
Company, such as (i) entering into any agreement that limits the Company's flexibility, or grants lender consent rights, with respect to the sale of the Company's assets, (ii) obtaining
guaranties from the Company with respect to parent debt, (iii) pledging any of the Company's assets in favor of their creditors, (iv) permitting the Company to transfer assets to CPT and
CPL, or giving guaranties for their debt. A breach of such covenants was made an event of default under the Supplement to the Amended July 2007 Facility. The Supplement to the Amended July 2007
Facility also releases the parent Company guaranty under that certain Guaranty Agreement, dated July 31, 2007, by and among CPT and CPL as guarantors in favor of Bank of America, N.A., as
administrative agent.

F-42

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

As
part of the Supplement to the Amended July 2007 Facility, which was executed on January 15, 2009, the Company agreed to put in place an interest rate cap with respect to the
debt under the Amended July 2007 Facility. The strike rate of the interest rate cap is 2.6%.

The
Amended July 2007 Facility contains various representations, warranties and covenants customary for financings of this type, including, among others, mandatory prepayment upon the
occurrence of certain events. Under the Amended July 2007 Facility, the Company is also subject to compliance with certain covenants substantially similar to those contained in the Indentures. These
covenants include: (i) total debt to total adjusted assets of no more than 65%; (ii) total secured debt to total adjusted assets of no more than 40%; (iii) unencumbered total
asset value not to be less than 100% of the aggregate principal amount of all of the Company's outstanding unsecured debt and that of the Company's subsidiaries; and (iv) consolidated income
available for debt service of at least 1.5 times the maximum annual service charge on total debt.

The
Amended July 2007 Facility contains customary defaults, including, among others: the nonpayment of interest or principal of any loan; failure to comply with restrictions on use of
proceeds; failure to observe or perform covenants under any loan document, including the Supplement to the Amended July 2007 Facility; bankruptcy or insolvency; certain judgments and decrees; change
of control; defaults under the Super Bridge Loan, Residual Credit Facility and Amended and Restated Preston Ridge Facility; and defaults under any existing credit facility of certain of the Company's
affiliates in excess of $10 million.

Amounts
outstanding under the Amended July 2007 Facility are guaranteed pursuant to an Amended and Restated Guaranty Agreement dated July 31, 2007, by and among certain of the
Company's subsidiaries, as guarantors in favor of the administrative agent and the Guaranty, dated as of March 28, 2008, from certain subsidiaries of Centro NP Residual Holding LLC in
favor of the administrative agent.

In
connection with the Mergers, Centro NP, New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture) and the Trustee entered
into the Supplemental Indentures, each dated as of April 20, 2007, to the Indentures, by and between New Plan and the Trustee. The Supplemental Indentures each provided for the assumption by
Centro NP of all of the obligations of New Plan with respect to the following debt securities that are outstanding under each of the Indentures, effective upon consummation of the Merger
(collectively, the "Notes"):



F-43

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)



Centro
NP, as the successor obligor on the Notes, intends to continue to file with the SEC any annual reports, quarterly reports and other documents that it is required to file with the
SEC to the extent required under the Indentures governing the Notes.

Pursuant
to the terms of the 3.75% Convertible Senior Notes due 2023, as set forth in the 1999 Indenture, as supplemented by an Officers' Certificate, dated May 19, 2003 (the
"Officers' Certificate") and the Supplemental Indenture, dated as of December 17, 2004 (the "Supplemental Indenture"), on April 1, 2007, the sale price condition triggering the holders'
conversion rights was satisfied as a result of the last reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the
last trading day of the previous calendar quarter was greater than or equal to 120% of the applicable conversion price on such last trading day. Accordingly, pursuant to the 1999 Indenture, as
supplemented by the Officers' Certificate and the Supplemental Indenture, the 3.75% Convertible Senior Notes became convertible as of April 1, 2007 and were convertible through July 2,
2007. As such, the 3.75% Convertible Senior Notes were convertible into $1,326 per $1,000 principal amount of notes, convertible up to and including July 2, 2007 (subject in each case to the
terms and conditions of the 1999 Indenture, as supplemented by the Officers' Certificate and the Supplemental Indenture).

As
of December 31, 2007, approximately $114.8 million of the $115.0 million aggregate principal amount of the 3.75% Convertible Senior Notes had been converted by
the holders thereof, for an aggregate conversion price of approximately $152.2 million.

As
of December 31, 2008, future expected/scheduled maturities of outstanding debt and capital lease obligations were as follows (in thousands):

2009

$
217,9772010


544,2682011


181,9482012


159,2442013


110,990Thereafter


526,069Total debt maturities


1,740,496Net unamortized premiums on mortgages


8,434Net unamortized premiums on notes


26,704Total debt obligations

$
1,775,634


F-44

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

Refer to Note 15 for information relating to redemption right amounts classified as a liability and payable by January 15, 2009. These amounts are not included in the above
debt obligations.

As
at September 30, 2008, the Company reported a total of $327.1 million of debt as maturing in the 2009 financial year. As shown above, as at December 31, 2008, the
expected maturity of debt during 2009 has decreased to $218.0 million (a decrease of $109.1 million).

Included
in the September 30, 2008 was $118.5 million of Term Loan debt that was set to mature in 2009. Post year end, on January 15, 2009, as discussed in this
note, $9.4 million of this debt was repaid, while the remaining balance was extended to 2010.



On December 15, 2008, Super LLC, the Company's sole and managing member, entered into a letter agreement (the "Prior
Super Bridge Loan December 2008 Extension Agreement") modifying and waiving various provisions of the amended and restated loan agreement it entered into on August 1, 2007, with JPMorgan Chase
Bank, N.A., as administrative agent, for an approximate amount of $2.6 billion (the "Prior Super Bridge Loan"). The Prior Super Bridge Loan December 2008 Extension Agreement, among other
things, extended the maturity date of the Prior Super Bridge Loan to January 15, 2009. As of December 31, 2008, the approximate outstanding balance of the Prior Super Bridge Loan was
$1.9 billion.

On
January 15, 2009, Super LLC entered into a second amended and restated loan agreement with JPMorgan Chase Bank, N.A., as administrative agent, amending and restating the
Prior Super Bridge Loan with an approximate outstanding balance of $1.9 billion (the "Super Bridge Loan"). Proceeds from distributions from the Residual Joint Venture (as described below) that
were funded with borrowings from the Residual Credit Facility (as described in Note 26Subsequent Events) were used to repay $133.5 million of the outstanding balance leaving
an approximate outstanding balance of $1.75 billion. The maturity date has been extended to December 31, 2010 and the applicable margin of 1.75% remains unchanged from the previously
negotiated applicable margin under the Prior Super Bridge Loan. The Company is not an obligor under the Super Bridge Loan but the Amended July 2007 Facility will cross-default upon any default of the
Super Bridge Loan.



BPR Shopping Center, LLC ("BPR LLC") is a subsidiary of Centro NP Residual Holding LLC (the "Residual Joint
Venture"), which is a joint venture between the Company and Super LLC whereby the Company owns 49% of the non-managing member interest in the Residual Joint Venture and
Super LLC owns 51% of the managing member interest in the Residual Joint Venture. On January 15, 2009, BPR LLC entered into an amended and restated loan agreement (the "Amended
and Restated Preston Ridge Facility") with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, which amended and restated the $105.0 million credit facility
entered into by BPR LLC on February 14, 2008, with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto. The Amended and Restated Preston Ridge Facility,
among other things, extended the maturity date to December 31, 2010. The applicable margin under the Amended and Restated Preston Ridge Facility remained unchanged. The Amended and Restated
Preston Ridge Facility has an outstanding balance of $105.0 million and no additional amounts may be drawn. The

F-45

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

Amended
July 2007 Facility will cross-default upon any default of the Amended and Restated Preston Ridge Facility.



The Amended and Restated Preston Ridge Facility and Residual Credit Facility of the Residual Joint Venture, and the Super Bridge Loan
of Super LLC are cross-defaulted with the Amended July 2007 Facility.

An
Event-of-Default under the Indentures will trigger an event-of-default of all debt arrangements mentioned directly above. An event of
default on any of the Company's debt will result in acceleration of the repayment of the Indentures. There are currently no instances of default of debt obligations where cross-default provisions
exist with certain debt obligations.



Due to certain covenants and restrictions contained in certain of the Company's debt agreements, the Company is currently prohibited
from incurring additional indebtedness.



It should be noted that as of December 31, 2008 and since April 20, 2007, the Super Bridge Loan (totaling
$1.9 billion) of the Company's parent, Super LLC is collateralized by its 100% membership interest in the Company. It is also collateralized by certain assets held by the Residual Joint
Venture.



During the year ended December 31, 2008, interest rate increased by their terms under four of the Company's mortgage loans,
collateralized by various properties. Each loan contained an optional prepayment date, after which the interest rate increased by 2% to 5%. The Company did not prepay such loans on their optional
prepayment dates.

The
Company may elect not to prepay any mortgage loans where an optional prepayment date exists until the Company's liquidity issues are satisfactorily resolved. This will result in
additional interest expense on these loans.



Secured term loan payments in the aggregate amount of $9.4 million were due to be paid on November 6, 2008, by CA New
Plan Venture Fund, LLC, CA New Plan Venture Fund Texas I, L.P., CA New Plan Acquisition Fund, LLC, CA New Plan Acquisition Fund Louisiana, LLC, CA New Plan Venture Direct
Investment Fund, LLC and CA New Plan DIF Texas I, L.P. (collectively, the "CA New Plan Entities") in connection with three loan agreements entered into in connection with the acquisition
of ownership interest in CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund LLC, and CA New Plan Direct Investment Fund, LLC in November 2007. The CA New Plan Entities
entered into amendments on November 5, 2008, December 15, 2008, and January 15, 2009 to their respective loan agreements with Bank of America, N.A. ("Bank of America"), the lender
under such loans, extending the payment dates for the $9.4 million due from November 6, 2008 to within five

F-46

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

business
days of January 15, 2009 in order to permit the Company and Bank of America to discuss global resolutions of such debt together with the other Bank of America debt that came due on
January 15, 2009. Proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC that were funded with borrowings from the Residual Credit
Facility were used to pay the secured term loan payments on January 23, 2009. The amendments also extended the maturity dates of the three loan agreements to December 31, 2010.

13. Other Liabilities

Other liabilities are comprised of the following (in thousands):

December 31, 2008

December 31, 2007Property and other taxes payable

$
28,301

$
30,989Interest payable


41,474


36,744Accrued professional and personnel costs


6,423


22,365Accrued construction costs


4,147


6,379Below market leases, net


191,050


288,173Accounts payable


17,034


20,946Deferred rent expense and rents received in advance


529


3,557Amounts due seller of property


6,440


3,517Accrued acquisition / disposition costs


1,746


9,601Accrued insurance





1,907Due to affiliates


25,307


831Due to parent(1)





90,800Other


16,097


13,252Total

$
338,548

$
529,061






14. Risk Management and Use of Financial Instruments



In
the normal course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk:
interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing
liabilities. Credit risk is the risk of default on the Company's operations and tenants' inability or unwillingness to make contractually required payments. Market risk includes changes in the value
of the properties held by the Company due to changes in interest rates or other market factors.

F-47

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Risk Management and Use of Financial Instruments (Continued)



As
a real estate company, the Company is subject to all of the risks associated with owning and operating real estate. The value of the Company's real estate
investments is driven by market conditions, including the financial stability of tenants, demand for properties/rental space and changes in market rental rates.

Current
and forecast retail market conditions are not overly positive. However, the Company manages this market risk through a high weighting of non-discretionary spending
tenants, such as grocery stores, drug stores, geographic diversification of properties and selection of properties in areas with customer catchments with strong economic demographics. It is possible
that if the Company is required to dispose of real estate assets in the near term and in an other than ordinary transaction to assist with the Company's liquidity position, those real estate assets
could be sold at an accounting loss.



The
Company's and Predecessor's, as applicable, use of derivative instruments is primarily limited to the utilization of interest rate agreements or other
instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to manage the risks and/or costs associated with the Company's
operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may
also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of their high credit
ratings, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not use derivative instruments to hedge credit/market
risk.

On
August 2, 2006, the Predecessor entered into two forward starting interest rate swap agreements, each for $75.0 million in notional amount. These swaps were assumed by
the Company in connection with the Merger. One of the swaps was expected to be used to hedge the risk of changes in interest cash outflows on fixed rate 10-year borrowings/financings that
the Company anticipated issuing between February 1, 2007 and October 31, 2007 by effectively locking the three-month LIBOR swap rate. This swap was scheduled to terminate on
June 15, 2017. The other swap was expected to be used to hedge the risk of changes in interest cash outflows on fixed rate 10-year borrowings/financings that the Company anticipated
issuing between February 1, 2008 and October 31, 2008 by effectively locking the three-month LIBOR swap rate. This swap was scheduled to terminate on June 4, 2018. Both of these
swaps were cash settled on September 14, 2007 for approximately $5.6 million.

The
Company had two reverse arrears swap agreements. The reverse arrears swap agreements effectively convert the interest rate on $65.0 million of the Company's debt from a fixed
rate to a blended floating rate of 30 basis points over the six-month LIBOR rate. The two reverse arrears swap agreements terminate on February 1, 2011. Both of these swaps were
cash settled on August 6, 2008 for approximately $0.4 million. As of December 31, 2008, the Company did not hold any derivative financial instruments. The Company did enter into
an interest rate cap agreement after December 31, 2008 relating to the Amended July 2007 Facility.

F-48

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Risk Management and Use of Financial Instruments (Continued)

Post
merger, these reverse arrears Swap did not qualify for hedge accounting treatment under SFAS No. 133. Gains and losses pertaining to derivatives are included in "Interest
expense" on the Company's Consolidated Statements of Operations and Comprehensive Income/(loss). This includes mark-to-market adjustments of open contracts as well as periodic
settlements.

During
the year ended December 31, 2007, the Company recorded a non-cash charge of $(1.1) million to reflect a cumulative increase in the fair value of two
interest rate swaps which the Company determined did not qualify for hedge accounting within the meaning of SFAS No. 133.



A
concentration of credit risk arises in the Company's business when a national or regionally-based tenant occupies a substantial amount of space in multiple
properties owned by the Company. In that event, if the tenant suffers a significant downturn in its business, it may
become unable to make its contractual rent payments to the Company, exposing the Company to a potential loss in rental revenue that is magnified as a result of the tenant renting space in multiple
locations. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and
does not contain any unusual concentration of credit risk. No tenant exceeds 10% of the Company's annual reported rental income.



The
Company presently has $306.5 million of debt under its Amended July 2007 Facility which is scheduled to mature on December 31, 2010. During
2009, the Company has an aggregate of $188.5 million of mortgage debt, notes payable and credit facilities scheduled to mature, $19.3 million of scheduled mortgage amortization payments
and a $9.4 million required loan paydown. An event of default caused by the non-payment of this debt upon maturity may result in a default under our public indentures. Such event of
default will result in a default of the Super Bridge Loan.

In
addition, covenants contained in certain of the Company's indebtedness significantly constrain the Company's ability to incur additional debt in the short-term. In
connection with the Supplement to the Amended July 2007 Facility, the Company is no longer permitted to make draws under the Amended July 2007 Facility, and is limited to financing any development
costs from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are funded with borrowings from the Residual Credit Facility and certain asset
sale proceeds. However, given the Company does not control the Residual Joint Venture, such funding to fulfill liquidity needs cannot be guaranteed.

The
Company's ultimate parent investors (CPT and CPL) are also dealing with significant liquidity/refinancing issues. Due to the financial constraints of the Company's ultimate parent
investors, it is unlikely that they will be able to make additional equity contributions to alleviate the Company's short-term liquidity issues.

15. Minority Interest in Consolidated Partnership and Joint Ventures

In 1995, the DownREIT Partnership, a consolidated entity, was formed to own certain real estate properties. A wholly owned subsidiary of the Company is the sole general partner of the
DownREIT

F-49

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Minority Interest in Consolidated Partnership and Joint Ventures (Continued)

Partnership
and was entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. Properties have been
contributed to the DownREIT Partnership in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (which may be redeemed at stipulated prices for cash).

In
connection with the DownREIT Merger, each unit of limited partnership interest in the DownREIT Partnership (a "DownREIT Unit") who elected to do so was converted, without any action
on the part of the holder, into the right to receive one fully-paid Class A Preferred Unit, without interest, of the surviving partnership (the "Preferred Unit Consideration"). In
lieu of the Preferred Unit Consideration, holders of DownREIT Units were offered the opportunity to elect to receive cash in an amount equal to the Offer Price per DownREIT Unit, as adjusted (the
"Cash Consideration"). The holders of DownREIT Units that elected to receive the Cash Consideration ceased to be limited partners of the DownREIT Partnership. In connection with the DownREIT Merger,
holders of 752,187 DownREIT Units, as adjusted, elected to receive the Cash Consideration, and holders of 2,643,870 DownREIT Units, as adjusted, elected, or were deemed to have elected, to receive the
Preferred Unit Consideration. As a result, following the consummation of the DownREIT Merger, there were 2,643,870 Class A Preferred Units outstanding and not owned by Centro NP or its
affiliates. Holders of these Class A Preferred Units have a redemption right for their Class A Preferred Units which became exercisable starting April 20, 2008. Each
Class A Preferred Unit is redeemable for $33.15 plus all accrued and unpaid distributions.

The
DownREIT Partnership entered into agreements (the "ERP Redemption Agreements") in June 2008 with twelve limited partners with respect to the redemption of each limited partner's
outstanding Class A Preferred Units for an aggregate amount of $44.9 million of which $9.4 million remained outstanding as of December 31, 2008 (the "DownREIT Partnership
Redemption Obligation"). On
August 29, 2008, one of the limited partners party to an ERP Redemption Agreement entered into an agreement with the DownREIT Partnership revoking the redemption of its then outstanding
remaining Class A Preferred Units and electing to retain such units. On September 12, 2008, November 25, 2008 and December 12, 2008, the DownREIT Partnership entered into
amendments to the ERP Redemption Agreements with the remaining eleven limited partners who had elected to redeem their Class A Preferred Units which provided for, among other things, an
extension of the redemption date of the DownREIT Partnership Redemption Obligation ultimately to January 15, 2009. Additionally, on November 11, 2008, another Class A Preferred
Unit Holder (separate to the previously discussed twelve limited partners that had made a redemption election) elected to redeem substantially all of its Class A Preferred Units. Such units
were redeemed in exchange for the fee interest in a property. As of December 31, 2008, no other limited partners with Class A Preferred Units have made a redemption election. Such
redemption election may be made at any time and the Company is required to make such redemption on the second to last business day of the quarter in which such election is made, provided that the
Company receives the redemption election at least ten business days prior to such date.

On
January 15, 2009, the Company paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture that were funded
with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT Partnership Redemption Obligation is shown as a liability of "Redemption Rights" in the balance sheet.

F-50

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Minority Interest in Consolidated Partnership and Joint Ventures (Continued)

SFAS
No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, requires that
DownREIT Partnership Class A Preferred Units that became mandatorily redeemable by the Company pursuant to the terms of the DownREIT Partnership Agreement, should be classified as a liability
in the consolidated financial statements. DownREIT Partnership Class A Preferred Units become mandatorily redeemable when the holder elects to redeem the units. As of December 31, 2008,
283,127 units had been redeemed by holders which were yet to be paid. Accordingly, $9.4 million of the total redemption amount payable relating to the DownREIT Partnership Class A
Preferred Units has been classified as a liability as of December 31, 2008.

ERP
unit information is summarized as follows:

Limited Partner UnitsOutstanding at December 31, 2006


2,815,052Issued(1)


437,323Redeemed


(700,278
)Adjustment factor


91,773Outstanding at April 5, 2007


2,643,870Issued(2)


240,143Redeemed


(353,939
)Outstanding at December 31, 2007


2,530,074Redeemed(3)


(1,506,588
)Outstanding at December 31, 2008


1,023,486






16. Stockholders' Equity

On April 20, 2007, the Predecessor, Centro NP, MergerSub, and DownREIT Acquisition completed the Mergers. In connection with the New Plan Merger, (a) each share of Common
Stock (other than shares held by New Plan or any subsidiary of New Plan or by MergerSub) was converted into the right to receive the same $33.15 in cash per share as was paid in the Offer, without
interest, and (b) each outstanding option to purchase Common Stock under any employee stock option or

F-51

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

incentive
plan became fully vested and exercisable (whether or not then vested or subject to any performance condition that has not been satisfied, and regardless of the exercise price thereof or the
terms of any other agreement regarding the vesting, delivery or payment thereof) and were cancelled in exchange for the right to receive, for each share of Common Stock issuable upon exercise of such
option, cash in the amount equal to the excess, if any, of the Offer Price over the exercise price per share of such option. As a result of the Merger, New Plan became a wholly owned subsidiary of
Centro NP and any stockholder who held shares of Common Stock prior to the Merger ceased to be a stockholder effective as of the Merger.

Immediately
following the Merger, and in connection with the Liquidation, all of New Plan's assets were transferred to, and all of its liabilities were assumed by, Centro NP, and all
outstanding shares of common stock of the Predecessor were cancelled. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on
Form 15 pursuant to which it terminated its reporting obligations under the Exchange Act with respect to its Common Stock and 7.625% Series E Cumulative Redeemable Preferred Stock.



In
accordance with the disclosure requirements of SFAS No. 128 (Note 3), a reconciliation of the numerator and denominator of basic and diluted
EPS is provided as follows (in thousands, except per share amounts and amounts in the footnote below):

PredecessorPeriod from
January 1,
2007 - April 4,
2007

Years Ended
December 31,
2006Basic EPSNumerator:(Loss) income from continuing operations and gain on sale of real estate

$
(15,012
)
$
110,216Preferred dividends


(12,079
)

(21,966
)(Loss) income available to common shares from continuing operationsbasic


(27,091
)

88,250Income available to common shares from discontinued operationsbasic


4,403


25,001Net (loss) income available to common sharesbasic

$
(22,688
)
$
113,251Denominator:Weighted average of common shares outstanding


103,355


104,102(Loss) earnings per sharecontinuing operations

$
(0.26
)
$
0.85Earnings per sharediscontinued operations


0.04


0.24Basic (loss) earnings per common share

$
(0.22
)
$
1.09


F-52

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

PredecessorPeriod from
January 1,
2007 - April 4,
2007

Years Ended
December 31,
2006Diluted EPSNumerator:(Loss) income from continuing operations and gain on sale of real estate

$
(15,012
)
$
110,216Preferred dividends


(12,079
)

(21,966
)Minority interest in consolidated partnership


297


745(Loss) income available to common shares from continuing operationsdiluted


(26,794
)

88,995Income available to common shares from discontinued operationsdiluted


4,403


25,001Net (loss) income available to common sharesdiluted

$
(22,391
)
$
113,996Denominator:Weighted average of common shares outstandingbasic


103,355


104,102Effect of diluted securities:Excel Realty Partners, L.P. third party units


3,175


2,922Options and contingently issuable shares


2,120


1,616Convertible debt


860


139Restricted stock


48


35Weighted average of common shares outstandingdiluted


109,558


108,814(Loss) earnings per sharecontinuing operations

$
(0.24
)
$
0.82Earnings per sharediscontinued operations


0.04


0.23Diluted (loss) earnings per common share

$
(0.20
)
$
1.05


As
of December 31, 2008, the Company did not have any outstanding shares of common stock, and all issued and potentially issuable shares of the Predecessor's stock had been
cancelled. The Company's Members' Capital is wholly-owned by Super LLC as of December 31, 2008.



As
described above, and as a result of the Merger and the Liquidation, there were no common shares outstanding as of December 31, 2008.

F-53

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

Prior to the Merger, in order to maintain its qualification as a REIT, not more than 50% in value of the outstanding shares of the Predecessor could have been owned, directly or
indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Predecessor, applying certain constructive ownership rules. To help ensure that the Predecessor did
not fail this test, the Predecessor's Articles of Incorporation provided for, among other things, certain restrictions on the
transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the Predecessor maintained records that disclosed the actual
ownership of its outstanding common stock and demanded written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial
owners of such common stock.



During
the period from April 1, 2007 through April 4, 2007 and during the period from January 1, 2007 through April 4, 2007, the
Predecessor recorded approximately $11.9 million and $12.5 million of amortization of deferred compensation related to stock-based compensation, respectively.

17. Fair Value of Financial Instruments

The following fair value disclosure was determined by the Company, using available market information and discounted cash flow analyses as of December 31, 2008 and 2007,
respectively in accordance with SFAS No. 107,Disclosures about Fair Value of Financial Instruments. As discussed at Note 23, the Company
has elected not to measure any of its eligible financial assets or liabilities at fair value and therefore the adoption of SFAS 159 did not have an impact on its consolidated financial
statements. The only financial assets recorded at fair value as of December 31, 2008 are those required to be fair valued under other accounting standards. Such fair valuation of assets at
December 31, 2008 (other than marketable securities), are fair valued on a non-recurring basis, as a result of identified impairments during the year, where such
non-recurring fair valuation adjustments have been required to be made, fair valuation has been determined by application of SFAS No. 157. The discount rate used in calculating fair
value is the sum of the current risk free rate and the risk premium on the date of acquiring/assuming the instruments/obligations. Considerable judgment is necessary to interpret market data and to
develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different
estimation methodologies may have a material effect on the estimated
fair value amounts. The Company believes that the carrying amounts reflected in the Consolidated Balance Sheets at December 31, 2008 and 2007 approximate the fair values for cash and cash
equivalents, marketable securities, receivables and other liabilities.

F-54

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Fair Value of Financial Instruments (Continued)

The
following are financial instruments for which Company, respectively estimates of fair value differ from carrying amounts (in thousands) as determined by application of SFAS
No. 157:

December 31, 2008

December 31, 2007Carrying
Amounts

Fair
Value

Carrying
Amounts

Fair
ValueMortgages and notes receivable

$


$


$
3,397

$
3,409Mortgages payable


400,429


477,346


438,249


440,490Notes payable


830,217


945,512


830,217


890,910Credit facilities


479,584


458,399


488,288


489,297


18. Commitments and Contingencies



The
Company is not presently involved in any material litigation arising outside the ordinary course of its business. However, the Company is involved in
routine litigation arising in the ordinary course of business, none of which is believed to be material in light of reserves taken by the Company. In connection with a specific tenant litigation, and
based upon certain rulings occurring during the third quarter of 2005, the Company maintains an aggregate reserve of approximately $4.5 million as of December 31, 2008. Given the
increase in the reserve previously taken by the Predecessor, and the current status of the tenant litigation, the Company believes that any loss in excess of the established reserve would be
immaterial.



In
addition to the joint venture funding commitments described in Note 10 above, the Company also had the following contractual obligations as of
December 31, 2008, none of which the Company believes will have a material adverse affect on the Company's operations:



F-55

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Commitments and Contingencies (Continued)



Year2008

$
8492009


8522010


8572011


8902012


894Thereafter


14,364






F-56

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Commitments and Contingencies (Continued)



Under
various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have
arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in
their property or disposed of by them, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).
Such liability may be imposed whether or not the Company knew of, or was responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping
centers, many of the Company's properties had or have on-site dry cleaners and/or on-site gasoline facilities. These operations could potentially result in environmental
contamination at the properties.

The
Company is aware that soil and groundwater contamination exists at some of its properties. The primary contaminants of concern at these properties include perchloroethylene and
trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline facilities). The
Company is also aware that asbestos-containing materials exist at some of its properties. While the Company does not expect the environmental conditions at its properties, considered as a whole, to
have a material adverse effect on the Company, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will
identify all material environmental conditions, that any prior owner of the properties did not create a material environmental condition not known to the Company or that a material environmental
condition does not otherwise exist with respect to any of the Company's properties.

F-57

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Comprehensive (Loss) Income

Total comprehensive (loss) income was as follows for the periods indicated below (dollars in thousands):

Company

PredecessorYear Ended
December 31,
2008

Period from
April 5, through
December 31,
2007

Period from
January 1,
through April 4,
2007

Year Ended
December 31,
2006Comprehensive (loss) income

$
(550,913
)
$
(565,828
)
$
(9,740
)
$
132,441


As
of December 31, 2008, the primary component of comprehensive income/(loss), other than net income (loss), was the Company's mark-to market adjustment on its
available-for-sale securities. Prior to the Merger, the Predecessor also included the adoption and continued application of SFAS No. 133 to the Company's cash flow
hedges as components of comprehensive income.

As
of December 31, 2008 and 2007, accumulated other comprehensive loss reflected in the Company's members' capital on the Consolidated Balance Sheets was comprised of
realized/unrealized gain (loss) on available-for-sale securities of $0.1 million and $(1.2) million, respectively.

20. Related Parties

The Company receives a REIT Management fee from affiliates of its Parent Company, Super LLC, which is calculated on assets managed by the Company. With the distribution discussed
at Note 1, the Company ceased charging these fees on May 1, 2008. For the year ended December 31, 2008, total REIT Management fees earned totaled $3.3 million and are
included in fee income on the Company's consolidated Statement of Operations. The Company generated REIT Management fees of approximately $7.4 million for the period from April 5, 2007
through December 31, 2007.

The
Company pays subcontract fees after May 1, 2008 for management services provided by the Company Management Joint Venture, which is calculated on costs incurred to manage
properties by the Company Management Joint Venture plus 50 basis points. For the year ended December 31, 2008, the Company incurred approximately $4.7 million in subcontract fees which
remained unpaid as of December 31, 2008. The Company also incurred leasing fees, property management fees and construction management fees of $1.9 million, $9.9 million, and
$1.6 million, respectively from May 1, 2008 to December 31, 2008 for services provided by the Company Management Joint Venture in accordance with the Distribution Agreement as
discussed in Note 1. The Company had approximately $0.2 million of leasing fees, $0.8 million of property management fees and $1.1 million of construction management fees
remained unpaid as of December 31, 2008.

The
Company also derives fee income from services provided to certain of its joint ventures and other managed properties. For the year ended December 31, 2008, the period from
January 1, 2007 through April 4, 2007, the period from April 5, 2007 through December 31, 2007, and the year ended December 31, 2006, the Company or the Predecessor,
as applicable, generated approximately $23.2 million, $8.8 million, $14.6 million and $16.7 million, respectively in fee income. As of December 31, 2008 and
December 31, 2007, the Company had approximately $8.9 million and $7.2 million, respectively of fee income receivable.

F-58

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Related Parties (Continued)

The
amounts due from partners of the Company were $5.2 million, and were included in Other Assets. There was no interest income on the amounts due.

21. Future Minimum Annual Base Rents

Future minimum annual base rental revenue for the next five years for the commercial real estate
owned at December 31, 2008 and subject to non-cancelable operating leases is as follows (in thousands):

Year2009

$
316,9552010


276,2462011


233,0312012


194,9132013


159,815Thereafter


517,986


The
above table assumes that all leases which expire are not renewed and tenant renewal options are not exercised, therefore neither renewal rentals nor rentals from replacement tenants
are included. Future minimum annual base rentals do not include contingent rentals, which may be received under certain leases on the basis of percentage of reported tenants' sales volume, increases
in consumer price indices, common area maintenance charges and real estate tax reimbursements. The Company recognized approximately $85.3 million and $82.1 million of contingent rental
income for the year ended December 31, 2008 and the period from April 5, 2007 through December 31, 2007, respectively. The Predecessor recognized approximately
$29.9 million of contingent rental income for the period from January 1, 2007 through April 4, 2007. Additionally, the Predecessor recognized approximately $110.2 million
contingent rental income for the year ended December 31, 2006.

22. Retirement Plan

The Company had, and the Predecessor had, a Retirement and 401(k) Savings Plan (the "Savings Plan") covering officers and employees of the Company. Participants in the Savings Plan may
elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan to a maximum of 3% of the employee's eligible compensation. With
the distribution discussed at Note 1, the Company ceased making a matching contribution to the Savings Plan. The Company recorded approximately $0.3 million and $0.7 million of
expenses for the Savings Plan for the year ended December 31, 2008 and period from April 5, 2007 through December 31, 2007, respectively. The Predecessor recorded approximately
$0.3 million of expenses for the Savings Plan for the period from January 1, 2007 through April 4, 2007. Additionally, for the year ended December 31, 2006, the
Predecessor's expense for the Savings Plan was approximately $0.7 million.

23. Fair Value

Effective January 1, 2008, the Company partially adopted SFAS No. 157, except as it relates to non- financial assets and liabilities as per the deferral
permitted under FSP FAS No. 157-2, which

F-59

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Fair Value (Continued)

provides
a framework for measuring fair value under GAAP. The Company has not elected to apply SFAS No. 159 and fair value any of the eligible financial assets and liabilities permitted under
SFAS No. 159. The only financial assets recorded at fair value as of December 31, 2008 are those required to be fair valued under other accounting standards.



SFAS
No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value
hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that
may be used to measure fair value:



The
following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis:



The
fair value of marketable securities is the market value based on both quoted market prices and other valuations.

Assets
measured at fair value on a recurring basis, as required by accounting standards other than SFAS No. 159, are summarized below (dollars in thousands):

RecurringFair Value Measurements UsingAssets/(Liabilities)
at Fair ValueLevel 1

Level 2

Level 3Marketable securities

$
320

$
9,718

$


$
10,038


F-60

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Fair Value (Continued)

The
following table shows those financial assets measured at fair value on a non-recurring basis as of December 31, 2008.(1)

Non-recurringAssets/(Liabilities)
at Adjusted
Carrying Amount
(Based on Fair
ValueFair Value Measurements UsingLevel 1

Level 2

Level 3Impaired investments accounted for under the equity method

$


$


$
667,515

$
667,515


---

The
investments accounted for under the equity method that have been impaired at December 31, 2008 are Arapahoe Crossings, L.P., Centro NP Residual Holding LLC,
Centro GA America LLC, NP/I&G Institutional Retail Company, LLC, NP/I&G Institutional Retail Company II, LLC, NPK Redevelopment I, LLC, NP/SSP Baybrook, LLC, and
Westgate Mall, LLC. The Company evaluates its investments in unconsolidated entities for impairment during each reporting period. A series of operating losses of an investee or other factors
may indicate that a decrease in the value of its investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the
excess of the investment's carrying amount over its estimated fair value. The fair value was estimated based upon management's valuation of the underlying real estate assets and debt of the
investment. The real estate assets were valued based upon a combination of internally developed valuation models and pricing outcomes from recent disposal discussions with potential buyers. This
approach requires the Company to make significant judgments in respect to market capitalization rates and amounts of estimated future cash flows. Management has assessed the market capitalization
rates of the properties, held by the equity accounted investments to have increased. The cause for the increase in market capitalization rates is in response to the developments in the economic
outlook. Management believe the increase in market capitalization rates adopted as part of their impairment analysis is reflective of the market movement for strip retail centers during the year ended
December 31, 2008.

The
fair value of fixed rate debt held by the investments accounted for under the equity method was completed using an estimated market interest rate spread above the
risk-free rate of 4.00%. Management believes this market interest rate spread is representative of debt that would currently be available to the entities. The significant decrease in risk
free rates on debt during the three months ended December 31, 2008 has an unfavorable impact on the fair valuation of the debt of the investment.

The
inputs into this valuation are considered level 3 inputs in accordance with SFAS No. 157.

24. Out of Period Adjustment

During the year ended December 31, 2008, the Company recorded a cumulative non-cash out of period adjustment which resulted in additional depreciation and amortization
expense of $6.2 million and additional rental income of $0.5 million which pertains to prior periods.

F-61

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24. Out of Period Adjustment (Continued)

The
out of period adjustment arose due to the Company's failure in prior periods to write off intangible assets and below market lease liabilities relating to specific tenants (refer to
Note 12 for information on the types of intangible assets) who exited prior to lease expiration. A tenant may exit a lease prior to lease expiration due to early lease termination or tenant
bankruptcy.

The
Company has undertaken an assessment of the impact of the adjustment needed to account for the write off of the intangible assets discussed above and has concluded that recording the
adjustment in the results for the year ended December 31, 2008 rather than prior periods is quantitatively and qualitatively not material to the current period. The Company has also determined
that the net depreciation and amortization expense and rental income which were not recorded in the following prior period results are not quantitatively or qualitatively material to the Company's
financial statements for the period from April 5, 2007 to December 31, 2007.

25. Selected Quarterly Financial Data (Unaudited)

Summarized quarterly financial data is as follows (in thousands, except per share amounts):

Total
Revenues(1)

Net
Income/(Loss)

Net Income Per
Share-Basic

Net Income Per
Share-DilutedYear Ended December 31, 2008:First quarter

$
124,040

$
(6,796
)




Second quarter


105,477


(299,472
)




Third quarter


99,228


(31,006
)




Fourth quarter


89,931


(213,516
)




Year Ended December 31, 2007:First quarter

$
123,405

$
24,044

$
0.18

$
0.17April 1 - April 4, 2007


7,782


(34,653
)

(0.40
)

(0.37
)April 5 - June 30, 2007


127,971


2,073





Third quarter(2)


139,696


13,640





Fourth quarter(3)(4)


147,000


(580,345
)




Year Ended December 31, 2006:First quarter

$
115,054

$
38,509

$
0.32

$
0.31Second quarter


112,334


34,669


0.28


0.27Third quarter


114,315


33,182


0.26


0.25Fourth quarter


117,847


28,857


0.23


0.22


---

F-62

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25. Selected Quarterly Financial Data (Unaudited) (Continued)

26. Subsequent Events



On January 15, 2009, the Company entered into the Supplement to the Amended July 2007 Facility modifying certain terms and
conditions of the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered into by the Company with Bank of America, as administrative agent, on
February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and the December 2008 Revolving Facility Extension Agreement. The Supplement to the
Amended July 2007 Facility was entered into in conjunction with amendments to other debt agreements of the Company's affiliates, which are also discussed below.

Material
modifications to the Amended July 2007 Revolving Credit Facility include:



F-63

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. Subsequent Events (Continued)



In
addition to the foregoing modifications, the Supplement to the Amended July 2007 Facility contains representations, warranties and covenants customary for financings of this type. The
Company has also agreed to put in place an interest rate cap with respect to the debt under the Amended July 2007 Facility. A full description of the Amended July 2007 Facility can be found under
Note 12Debt Obligations.



On January 15, 2009, Super LLC entered into the Super Bridge Loan. Proceeds from distributions from the Residual Joint
Venture (as described below) and the Company that were funded with borrowings from the Residual Credit Facility (as described below) were used to repay $133.5 million of the outstanding balance
under the Super Bridge Loan leaving an approximate outstanding balance of $1.75 billion. The maturity date has been extended to December 31, 2010 and the applicable margin of 1.75%
remains unchanged from the previously negotiated applicable margin under the Prior Super Bridge Loan. The Company is not an obligor under the Super Bridge Loan but the Amended July 2007 Facility will
cross-default upon any default of the Super Bridge Loan.



On January 15, 2009, certain subsidiaries of the Residual Joint Venture, entered into a credit facility (the "Residual Credit
Facility") with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, pursuant to which they may borrow up to $370.0 million. The Residual Credit Facility is
collateralized by properties that were contributed by the Company and now owned by the borrowers under the Residual Credit Facility and certain other subsidiaries of the Residual Joint Venture and has
a maturity date of December 31, 2010. The Residual Credit Facility is guaranteed by Super LLC, the Residual Joint Venture and Centro NP Residual Holding Sub 1, LLC, a subsidiary
of the Residual Joint Venture and the 100% owner of each of the borrowers under the Residual Credit Facility. An initial draw on the Residual Credit Facility in the amount of approximately
$150.0 million was used for the repayment of a portion of the Super Bridge Loan, the payment of the DownREIT Partnership Redemption Obligation (as described below) and the payment of the
Secured Term Loan Payments (as described below). The remaining proceeds of the Residual Credit Facility may be used for development and redevelopment of certain properties, the payment of certain
maturing debt and general corporate cash needs.



On January 15, 2009, the Company paid in full the DownREIT Partnership Redemption Obligation using proceeds from a distribution
from the Residual Joint Venture, and an equity contribution from Super LLC, that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT
Partnership Redemption Obligation is shown as a liability of "Redemption Rights" in the balance sheet.

F-64

---



Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")
(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. Subsequent Events (Continued)



Proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC that were funded with
borrowings from the Residual Credit Facility were used to pay the secured term loan payments in the aggregate amount of $9.4 million were due by the CA New Plan Entities in connection with
three loan agreements entered into in connection with the acquisition of ownership interest in CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund LLC, and CA New Plan Direct
Investment Fund, LLC in November 2007. The CA New Plan Entities entered into amendments on November 5, 2008, December 15, 2008, and January 15, 2009 to their respective
loan agreements with Bank of America, the lender under such loans, extending the payment dates for the $9.4 million due from November 6, 2008 to within five business days of
January 15, 2009 in order to permit the Company and Bank of America to discuss global resolutions of such debt together with the other Bank of America debt that came due on January 15,
2009. Proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC that were funded with borrowings from the Residual Credit Facility were used to pay
the secured term loan payments on January 23, 2009. The amendments also extended the maturity dates of the three loan agreements to December 31, 2010.



On February 17, 2009, the Company commenced a cash tender offer (the "Tender Offer") pursuant to which the Company offer to
purchase any and all of its 7.40% Senior Notes due September 2009 (the "2009 Notes"). The outstanding principal on the 2009 Notes was $150.0 million as of December 31, 2008. Holders who
validly tender and do not validly withdraw their 2009 Notes on or prior to 5:00 p.m., New York City time, on Friday, April 3, 2009 (the "Expiration Date") are eligible to receive $930.00
per $1,000 principal amount of 2009 Notes (the "Tender Consideration"). The deadline for the Tender Offer was initially set to expire on Monday, March 23, 2009, but was subsequently extended to
the Expiration Date. Holders of 2009 Notes who validly tender, and do not validly withdraw, their 2009 Notes before the Expiration Date will also receive accrued and unpaid interest on their 2009
Notes purchased pursuant to the Tender Offer from the last interest payment date to, but not including the payment date for the 2009 Notes purchased in the Tender Offer, which will occur on
April 8, 2009. The 2009 Notes purchased pursuant to the Tender Offer will be cancelled and retired. It is anticipated that proceeds from a distribution from the Residual Joint Venture and an
equity contribution from Super LLC funded from the Residual Credit Facility will be used to pay the bondholders under the Tender Offer.



On February 27, 2009, Glenn Rufrano relinquished his positions as Chief Executive Officer and President of the Company but
retained his position as Chief Executive Officer of Centro Properties Group which is one of the Company's ultimate parent entities. The Company has appointed Michael Carroll to fill
Mr. Rufrano's previous positions as Chief Executive Officer and President of the Company, effective February 27, 2009. Mr. Carroll previously served as Executive Vice President
and Chief Operating Officer of the Company since April 20, 2007.

F-65

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        SCHEDULE IIVALUATION AND
QUALIFYING ACCOUNTS  (in thousands)

AdditionsDeductionsCharged /
(Credited) to
Bad Debt
ExpenseBalance at
Beginning of
Period

Accounts
Receivable
Written Off

Balance at
End of
PeriodAllowance for doubtful accounts:CompanyYear ended December 31, 2008

$
20,480

$
3,513

$
(6,815
)
$
17,178Period ended December 31, 2007


21,947


3,392


(4,859
)

20,480PredecessorPeriod ended April 04, 2007


19,386


2,607


(46
)

21,947Year ended December 31, 2006


27,540


(5,415
)

(2,739
)

19,386




AdditionsDeductionsBalance at
Beginning of
Period

Charged /
(Credited) to
Expense

Balance at
End of
PeriodWritten OffReserve for straight-line rents:CompanyYear ended December 31, 2008

$
131

$
128

$


$
259Period ended December 31, 2007





131





131PredecessorPeriod ended April 04, 2007


1,702


53


(1,755
)
$
Year ended December 31, 2006


1,592


1,449


(1,339
)

1,702


F-66

---





CENTRO NP LLC AND SUBSIDIARIES
SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2008

COLUMN A

COLUMN B

COLUMN C

COLUMN D

COLUMN E

COLUMN F

COLUMN G

COLUMN H

COLUMN ICost
Capitalized
Subsequent to
Acquisition

Gross Amount at Which Carried
at the Close of the PeriodInitial Cost to CompanyLife on Which
Depreciated-
Latest Income
StatementBuilding &
Improvements



Building &
Improvements



Accumulated
Depreciation

Year
Constructed

Date
AcquiredDescription

Encumbrances

Land

Improvements

Land

TotalRetailGrants Mill Station

Irondale,AL




$
1,204,597

$
1,455,172

$
136,875

$
1,204,597

$
1,592,047

$
2,796,644

$
(247,536
)

1991


Apr-07

40 yearsKroger

Muscle Shoals,AL





153,999


(44,557
)




153,999


(44,557
)

109,442


(47,914
)

1982


Apr-07

40 yearsKroger

Muscle Shoals,AL





606,608


(284,805
)




606,608


(284,805
)

321,803


(52,353
)

1982


Apr-07

40 yearsKroger

Scottsboro,AL





765,072


(768,691
)




765,072


(768,691
)

(3,619
)

(75,134
)

1982


Apr-07

40 yearsMetro Marketplace

Phoenix,AZ





8,946,382


4,721,083


119,609


8,946,382


4,840,692


13,787,074


(579,922
)

2001


Apr-07

40 yearsBakersfield Plaza

Bakersfield,CA





16,225,639


(621,728
)

5,238,035


16,225,639


4,616,307


20,841,946


(183,725
)

2007


Apr-07

40 yearsCudahy Plaza

Cudahy,CA





5,373,192


(867,025
)

2,384,673


5,373,192


1,517,648


6,890,840


(54,506
)

1994


Apr-07

40 yearsArbor Faire

Fresno,CA





9,202,694


17,183,445


40,135


9,202,694


17,223,580


26,426,274


(757,548
)

1993


Apr-07

40 yearsBriggsmore Plaza

Modesto,CA





3,136,752


8,522,191


104,288


3,136,752


8,626,479


11,763,231


(570,588
)

1998


Apr-07

40 yearsMontebello Plaza

Montebello,CA





23,269,245


14,607,732


237,277


23,269,245


14,845,009


38,114,254


(750,557
)

1996


Apr-07

40 yearsBristol Plaza

Santa Ana,CA





9,732,202


(217
)

102,686


9,732,202


102,469


9,834,671


(11,225
)

2003


Apr-07

40 yearsArvada Plaza

Arvada,CO

$
(1,961,912
)

2,454,851


4,839,551


205,873


2,454,851


5,045,424


7,500,275


(297,641
)

1994


Apr-07

40 yearsVilla Monaco

Denver,CO


(8,883,798
)

4,619,000


3,246,907


7,990


4,619,000


3,254,897


7,873,897


(156,236
)

1978


Nov-07

40 yearsSuperior Marketplace

Superior,CO





12,529,810


49,520,244


55,548


12,529,810


49,575,792


62,105,602


(2,381,261
)

2004


Apr-07

40 yearsBrooksville Square

Brooksville,FL





7,995,852


3,562,912


6,328,466


7,995,852


9,891,378


17,887,230


(1,402,149
)

2006


Apr-07

40 yearsCoconut Creek

Coconut Creek,FL





17,456,097


8,335,578


43,318


17,456,097


8,378,896


25,834,993


(612,174
)

2005


Apr-07

40 yearsNorthgate Shopping Center

DeLand,FL


(3,912,683
)

5,604,966


13,403,152


76,225


5,604,966


13,479,377


19,084,344


(671,728
)

1993


Apr-07

40 yearsSun Plaza

Ft. Walton Beach,FL


(8,817,873
)

7,832,598


8,775,001


15,400


7,832,598


8,790,401


16,622,998


(487,124
)

2004


Apr-07

40 yearsPlaza 66

Kenneth City,FL





5,688,818


959,685


261,042


5,688,818


1,220,727


6,909,545


(201,996
)

1995


Apr-07

40 yearsVentura Downs

Kissimmee,FL





4,893,477


8,495,371





4,893,477


8,495,371


13,388,848


(660,648
)

2005


Apr-07

40 yearsMall at 163rd Street

Miami,FL





25,359,390


7,080,324


7,472,479


25,359,390


14,552,803


39,912,193


(1,387,912
)

2007


Apr-07

40 yearsFreedom Square

Naples,FL





12,142,093


12,222,628





12,142,093


12,222,628


24,364,721


(676,267
)

1995


Apr-07

40 yearsSouthgate

New Port Richey,FL





16,035,583


21,758,437


5,551,587


16,035,583


27,310,024


43,345,607


(1,406,400
)

2004


Apr-07

40 yearsPresidential Plaza

North Lauderdale,FL





5,896,441


215,936


(289,243
)

5,896,441


(73,307
)

5,823,134


(201,989
)

2006


Apr-07

40 yearsPointe*Orlando

Orlando,FL





16,645,389


85,032,528


27,463,175


16,645,389


112,495,703


129,141,092


(5,205,453
)

2007


Apr-07

40 years23rd Street Station

Panama City,FL





3,446,393


9,679,166


150,310


3,446,393


9,829,476


13,275,869


(516,234
)

1995


Apr-07

40 yearsPensacola Square

Pensacola,FL





3,394,405


11,687,431


61,100


3,394,405


11,748,531


15,142,936


(583,907
)

1995


Apr-07

40 yearsShoppes of Victoria Square

Port St. Lucie,FL


(6,542,049
)

4,247,327


6,682,072


1,497


4,247,327


6,683,569


10,930,896


(224,402
)

1990


Nov-07

40 yearsSarasota Village

Sarasota,FL


(10,228,785
)

6,020,013


13,080,116





6,020,013


13,080,116


19,100,129


(435,365
)

1998


Nov-07

40 yearsAtlantic Plaza

Satellite Beach,FL





2,799,926


8,121,406





2,799,926


8,121,406


10,921,332


(261,428
)

2007


Nov-07

40 yearsSeminole Plaza

Seminole,FL





6,656,946


6,811,322





6,656,946


6,811,322


13,468,268


(427,102
)

1995


Apr-07

40 yearsTyrone Gardens

St. Petersburg,FL


(8,592,852
)

6,831,383


9,866,058


18,280


6,831,383


9,884,338


16,715,721


(547,879
)

1998


Apr-07

40 yearsAugusta West Plaza

Augusta ,GA





4,221,587


5,340,909





4,221,587


5,340,909


9,562,496


(215,725
)

2006


Nov-07

40 yearsSweetwater Village

Austell,GA





2,677,641


1,486,189





2,677,641


1,486,189


4,163,830


(117,071
)

1985


Apr-07

40 yearsCedar Plaza

Cedartown,GA





1,102,113


4,633,342


117,780


1,102,113


4,751,122


5,853,235


(333,694
)

1994


Apr-07

40 yearsCovered Bridge

Clayton,GA


(2,414,674
)

1,152,064


1,918,221


3,425


1,152,064


1,921,646


3,073,710


(163,283
)

2001


Apr-07

40 yearsHabersham Crossing

Cornelia,GA


(3,456,060
)

1,949,950


6,597,600


15,541


1,949,950


6,613,141


8,563,091


(363,046
)

1990


Apr-07

40 yearsCovington Gallery

Covington,GA





4,497,155


7,262,568


14,050


4,497,155


7,276,618


11,773,773


(374,996
)

1991


Apr-07

40 yearsMidway Village

Douglasville,GA





1,857,895


2,239,776





1,857,895


2,239,776


4,097,671


(245,773
)

1989


Apr-07

40 yearsWestgate

Dublin,GA





1,373,553


3,740,523


32,310


1,373,553


3,772,833


5,146,386


(301,679
)

2004


Apr-07

40 yearsBanks Station

Fayetteville,GA





3,342,429


11,692,058





3,342,429


11,692,058


15,034,487


(381,385
)

2006


Nov-07

40 years


F-67

---



COLUMN A

COLUMN B

COLUMN C

COLUMN D

COLUMN E

COLUMN F

COLUMN G

COLUMN H

COLUMN ICost
Capitalized
Subsequent to
Acquisition

Gross Amount at Which Carried
at the Close of the PeriodInitial Cost to CompanyLife on Which
Depreciated-
Latest Income
StatementBuilding &
Improvements



Building &
Improvements



Accumulated
Depreciation

Year
Constructed

Date
AcquiredDescription

Encumbrances

Land

Improvements

Land

TotalVillage at Southlake

Morrow,GA





1,015,173


1,909,944


19,062


1,015,173


1,929,006


2,944,179


(206,385
)

1983


Apr-07

40 yearsMerchants Crossing

Newnan,GA


(4,597,226
)

4,434,632


8,380,435


1,110,115


4,434,632


9,490,550


13,925,182


(528,270
)

2007


Apr-07

40 yearsShops of Riverdale

Riverdale,GA





917,538


1,067,734


8,300


917,538


1,076,034


1,993,572


(58,400
)

1995


Apr-07

40 yearsVictory Square

Savannah,GA





6,083,864


4,185,264


10,968,001


6,083,864


15,153,265


21,237,129


(1,408,717
)

2007


Apr-07

40 yearsUniversity Commons

Statesboro,GA





468,324


2,346,455





468,324


2,346,455


2,814,779


(110,050
)

1994


Apr-07

40 yearsStone Mountain Festival

Stone Mountain,GA





14,882,237


3,493,102


103,004


14,882,237


3,596,106


18,478,343


(356,401
)

2006


Nov-07

40 yearsTift-Town

Tifton,GA





298,147


901,469





298,147


901,469


1,199,616


(55,943
)

1965


Apr-07

40 yearsHaymarket Mall

Des Moines,IA





5,132,161


8,257,710


95,400


5,132,161


8,353,110


13,485,271


(615,616
)

2002


Apr-07

40 yearsAnnex of Arlington

Arlington Heights,IL


(18,052,729
)

7,437,601


25,063,834


19,136


7,437,601


25,082,970


32,520,571


(1,559,316
)

1999


Apr-07

40 yearsFestival Center

Bradley,IL


(2,306,518
)

290,693


2,062,311





290,693


2,062,311


2,353,004


(122,751
)

2006


Apr-07

40 yearsFreeport Plaza

Freeport,IL





1,612,399


2,861,122


15,446


1,612,399


2,876,568


4,488,967


(175,660
)

2000


Apr-07

40 yearsOlympia Corners

Olympia Fields,IL


(4,756,200
)

4,664,069


4,657,927


88,754


4,664,069


4,746,681


9,410,750


(499,587
)

1988


Apr-07

40 yearsElkhart Plaza West

Elkhart,IN





2,022,070


4,962,678





2,022,070


4,962,678


6,984,748


(332,665
)

1997


Apr-07

40 yearsElkhart Market Centre

Goshen,IN


(11,642,180
)

5,664,641


10,775,060


150,302


5,664,641


10,925,362


16,590,003


(1,211,427
)

1994


Apr-07

40 yearsValley View Plaza

Marion,IN





916,671


998,854





916,671


998,854


1,915,525


(128,322
)

1997


Apr-07

40 yearsKnox Plaza

Vincennes,IN





1,009,684


921,378





1,009,684


921,378


1,931,062


(80,228
)

1989


Apr-07

40 yearsWabash Crossing

Wabash,IN





904,985


2,232,667





904,985


2,232,667


3,137,652


(478,207
)

2007


Apr-07

40 yearsFlorence Plaza

Florence,KY





2,607,249


148,837


2,049,182


2,607,249


2,198,019


4,805,268


(347,197
)

1985


Apr-07

40 yearsFlorence Square

Florence,KY


(14,593,543
)

19,526,801


37,095,000


130,539


19,526,801


37,225,539


56,752,340


(1,945,777
)

2000


Apr-07

40 yearsHighland Commons

Glasgow,KY


(2,796,233
)

2,656,732


5,493,043





2,656,732


5,493,043


8,149,775


(264,535
)

1992


Apr-07

40 yearsEastgate Shopping Center

Louisville,KY





8,224,237


8,084,605


8,322


8,224,237


8,092,927


16,317,164


(567,605
)

2002


Apr-07

40 yearsTowne Square North

Owensboro,KY





4,990,803


7,456,514


258,392


4,990,803


7,714,906


12,705,709


(511,541
)

1988


Apr-07

40 yearsLexington Road Plaza

Versailles,KY


(5,358,595
)

4,372,189


9,463,655


1,462,231


4,372,189


10,925,886


15,298,075


(724,182
)

2007


Apr-07

40 yearsIberia Plaza

New Iberia,LA





782,119


5,844,021


197,502


782,119


6,041,523


6,823,642


(388,004
)

1992


Apr-07

40 yearsLagniappe Village

New Iberia,LA





1,461,578


5,810,924


316,222


1,461,578


6,127,146


7,588,724


(595,638
)

1990


Apr-07

40 yearsThe Pines

Pineville,LA





3,116,072


4,378,750





3,116,072


4,378,750


7,494,822


(168,039
)

1991


Nov-07

40 yearsLiberty Plaza

Randallstown,MD





4,793,337


419,341


976,728


4,793,337


1,396,069


6,189,406


(178,173
)

2007


Apr-07

40 yearsRising Sun Towne Centre

Rising Sun,MD





5,243,141


1,337,614


32,551


5,243,141


1,370,165


6,613,306


(451,342
)

2007


Apr-07

40 yearsGrand Crossing

Brighton,MI





2,043,079


5,367,916


35,661


2,043,079


5,403,577


7,446,656


(373,169
)

2005


Apr-07

40 yearsSilver Lake

Fenton,MI





1,839,686


8,304,814





1,839,686


8,304,814


10,144,500


(442,474
)

1996


Apr-07

40 yearsSilver Pointe Shopping Center

Fenton,MI


(6,668,529
)

1,877,941


7,646,739


4,439


1,877,941


7,651,178


9,529,119


(466,061
)

1996


Apr-07

40 yearsFremont

Fremont,MI





1,812,425


(928,121
)

573,967


1,812,425


(354,154
)

1,458,271


(184,755
)

2007


Apr-07

40 yearsKentwood

Kentwood,MI





1,462,721


585,455





1,462,721


585,455


2,048,176


(84,684
)

1987


Apr-07

40 yearsHampton Village Centre

Rochester Hills,MI


(28,812,380
)

13,097,907


57,162,068


351,950


13,097,907


57,514,018


70,611,925


(2,734,045
)

2004


Apr-07

40 yearsHall Road Crossing

Shelby Township,MI





6,116,279


15,194,240


52,247


6,116,279


15,246,487


21,362,766


(896,077
)

1999


Apr-07

40 yearsWest Ridge Shopping Center

Westland,MI


(10,487,505
)

5,505,020


7,871,701


260,000


5,505,020


8,131,701


13,636,721


(559,233
)

1989


Apr-07

40 yearsWestland Crossing

Westland,MI





2,197,547


2,621,227





2,197,547


2,621,227


4,818,774


(442,524
)

1999


Apr-07

40 yearsClinton Shopping Center

Clinton,MS





1,930,733


3,444,025


185,464


1,930,733


3,629,489


5,560,222


(145,896
)

2007


Nov-07

40 yearsRoxboro Square

Roxboro,NC





1,766,782


4,540,826





1,766,782


4,540,826


6,307,608


(281,603
)

2005


Apr-07

40 yearsSiler Crossing

Siler City,NC





1,497,519


(223,377
)




1,497,519


(223,377
)

1,274,142


(230,712
)

1988


Apr-07

40 yearsAnson Station

Wadesboro,NC





1,130,582


1,774,709


55,000


1,130,582


1,829,709


2,960,291


(163,742
)

1988


Apr-07

40 yearsRoanoke Landing

Williamston,NC





1,069,911


672,696





1,069,911


672,696


1,742,607


(129,245
)

1991


Apr-07

40 yearsLaurel Square

Brick,NJ





11,783,875


27,332,083


134,785


11,783,875


27,466,868


39,250,743


(1,460,177
)

2003


Apr-07

40 yearsA&P Fresh Market

Clark,NJ








1,179,871


9,185,022





10,364,893


10,364,893


(630,003
)

2007


Apr-07

40 yearsHamilton PlazaKmart Plaza

Hamilton,NJ





3,790,930


9,677,925


80,713


3,790,930


9,758,638


13,549,568


(627,244
)

1972


Apr-07

40 yearsMiddletown Plaza

Middletown,NJ





12,195,712


36,799,096


115,211


12,195,712


36,914,307


49,110,019


(1,766,664
)

2002


Apr-07

40 yearsTinton Falls Plaza

Tinton Falls,NJ





3,879,169


9,108,781


148,090


3,879,169


9,256,871


13,136,040


(556,454
)

2006


Apr-07

40 years


F-68

---



COLUMN A

COLUMN B

COLUMN C

COLUMN D

COLUMN E

COLUMN F

COLUMN G

COLUMN H

COLUMN ICost
Capitalized
Subsequent to
Acquisition

Gross Amount at Which Carried
at the Close of the PeriodInitial Cost to CompanyLife on Which
Depreciated-
Latest Income
StatementBuilding &
Improvements



Building &
Improvements



Accumulated
Depreciation

Year
Constructed

Date
AcquiredDescription

Encumbrances

Land

Improvements

Land

TotalSocorro

Socorro,NM


(1,275,484
)

655,334


4,594,361





655,334


4,594,361


5,249,695


(201,003
)

1976


Apr-07

40 yearsKietzke Center

Reno,NV





10,115,031


(224,399
)

210,162


10,115,031


(14,237
)

10,100,794


(231,979
)

2007


Apr-07

40 yearsKmart Plaza

De Witt,NY





2,440,225


5,187,839


10,500


2,440,225


5,198,339


7,638,564


(393,533
)

1970


Apr-07

40 yearsUnity Plaza

East Fishkill,NY





6,866,928


13,332,456


(151
)

6,866,928


13,332,305


20,199,233


(652,955
)

2005


Apr-07

40 yearsElmira Plaza

Elmira,NY





437,674


852,521





437,674


852,521


1,290,195


(85,405
)

2001


Apr-07

40 yearsStewart Plaza

Garden City,NY





13,447,584


11,812,594


32,625


13,447,584


11,845,219


25,292,803


(833,121
)

1990


Apr-07

40 yearsPyramid Mall

Geneva,NY





1,370,086


1,650,401


5,438,540


1,370,086


7,088,941


8,459,027


(777,647
)

2006


Apr-07

40 yearsSunshine Square

Medford,NY


(6,346,567
)

12,609,167


17,221,750


4,005,092


12,609,167


21,226,842


33,836,009


(1,465,590
)

2007


Apr-07

40 yearsWallkill Plaza

Middletown,NY





6,396,354


14,073,788


127,500


6,396,354


14,201,288


20,597,642


(1,272,343
)

2005


Apr-07

40 yearsMonroe Shoprite Plaza

Monroe,NY





3,921,304


13,657,188





3,921,304


13,657,188


17,578,492


(662,063
)

1985


Apr-07

40 yearsRockland Plaza

Nanuet,NY





34,300,542


37,268,624


4,625,491


34,300,542


41,894,115


76,194,657


(2,263,427
)

2006


Apr-07

40 yearsMohawk Acres

Rome,NY





4,042,860


9,976,669


55,356


4,042,860


10,032,025


14,074,885


(534,101
)

2005


Apr-07

40 yearsVillage Center

Smithtown,NY


16,648


8,629,297


12,850,715


1,933,230


8,629,297


14,783,945


23,413,242


(1,168,579
)

2005


Apr-07

40 yearsSpringbrook Plaza

Canton,OH





3,438,801


4,587,970





3,438,801


4,587,970


8,026,771


(637,173
)

1989


Apr-07

40 yearsDelhi Shopping Center

Cincinnati,OH





3,778,442


6,408,540


7,700


3,778,442


6,416,240


10,194,682


(634,376
)

2002


Apr-07

40 yearsWestern Hills Plaza

Cincinnati,OH





4,593,498


14,641,589


392,976


4,593,498


15,034,565


19,628,063


(1,636,941
)

1989


Apr-07

40 yearsGreentree Shopping Center

Columbus,OH


(4,694,185
)

4,313,398


7,873,394


26,062


4,313,398


7,899,456


12,212,854


(588,515
)

2005


Apr-07

40 yearsKarl Plaza

Columbus,OH


(3,624,707
)

2,068,892


1,011,881


25,482


2,068,892


1,037,363


3,106,255


(381,441
)

1992


Apr-07

40 yearsBrandt Pike Place

Dayton,OH





2,220,000


1,074,607


1,684,778


2,220,000


2,759,385


4,979,385


(280,474
)

2007


Apr-07

40 yearsSouth Towne Centre

Dayton,OH





6,991,885


24,939,131





6,991,885


24,939,131


31,931,016


(2,095,771
)

2007


Apr-07

40 yearsThe Vineyards

Eastlake,OH


(7,330,262
)

1,112,891


4,102,579





1,112,891


4,102,579


5,215,470


(256,478
)

1989


Apr-07

40 yearsMidway Crossing

Elyria,OH





5,299,607


243,048


701,694


5,299,607


944,742


6,244,349


(723,897
)

2007


Apr-07

40 yearsMidway Market Square

Elyria,OH


(13,577,563
)

6,932,338


20,905,451





6,932,338


20,905,451


27,837,789


(1,006,201
)

2001


Apr-07

40 yearsNew Boston

New Boston,OH





1,748,328


1,523,297


2,116,063


1,748,328


3,639,360


5,387,688


(318,488
)

2000


Apr-07

40 yearsGreat Eastern Shopping Plaza

Northwood,OH





4,635,957


3,327,602


67,759


4,635,957


3,395,361


8,031,318


(160,100
)

1956


Nov-07

40 yearsSurrey Square Mall

Norwood,OH





3,302,917


10,318,335





3,302,917


10,318,335


13,621,252


(726,850
)

2007


Apr-07

40 yearsMarket Place

Piqua,OH





2,285,470


(185,384
)

2,520,453


2,285,470


2,335,069


4,620,539


(558,360
)

2007


Apr-07

40 yearsStarlite Plaza

Sylvania,OH





1,753,116


7,270,190


76,909


1,753,116


7,347,099


9,100,215


(664,302
)

2000


Apr-07

40 yearsAlexis Park

Toledo,OH





1,052,211


827,508


51,316


1,052,211


878,824


1,931,035


(220,828
)

1988


Apr-07

40 yearsMiracle Mile Shopping Plaza

Toledo,OH





5,091,850


13,965,685


15,975


5,091,850


13,981,660


19,073,510


(469,098
)

2007


Nov-07

40 yearsSouthland Shopping Plaza

Toledo,OH





2,559,016


8,569,567


2,500


2,559,016


8,572,067


11,131,083


(629,444
)

1988


Apr-07

40 yearsMarketplace

Tulsa,OK


(8,334,545
)

8,697,990


12,883,446





8,697,990


12,883,446


21,581,436


(661,998
)

1992


Apr-07

40 yearsBethel Park

Bethel Park,PA





7,434,176


16,327,511


203,079


7,434,176


16,530,590


23,964,766


(858,999
)

2004


Apr-07

40 yearsNew Britain Village Square

Chalfont,PA





7,542,901


20,240,039


19,995


7,542,901


20,260,034


27,802,935


(1,062,556
)

1989


Apr-07

40 yearsDickson City Crossings

Dickson City,PA


35,086


8,762,672


32,111,973


5,000


8,762,672


32,116,973


40,879,645


(1,751,171
)

1997


Apr-07

40 yearsDillsburg Shopping Center

Dillsburg,PA





6,836,416


13,497,227


87,079


6,836,416


13,584,306


20,420,722


(968,691
)

2007


Apr-07

40 yearsNew Garden Shopping Center

Kennett Square,PA





1,460,176


15,593,751


53,248


1,460,176


15,646,999


17,107,175


(937,459
)

2001


Apr-07

40 yearsStone Mill Plaza

Lancaster,PA





1,733,390


11,833,749


47,521


1,733,390


11,881,270


13,614,660


(613,560
)

1993


Apr-07

40 yearsIvyridge

Philadelphia,PA





4,237,414


15,052,303


7,186,962


4,237,414


22,239,265


26,476,679


(875,836
)

2006


Apr-07

40 yearsRoosevelt Mall

Philadelphia,PA





14,588,350


101,292,541


228,432


14,588,350


101,520,973


116,109,323


(5,154,321
)

1988


Apr-07

40 yearsHunt River Commons

North Kingstown,RI


(6,774,057
)

6,440,181


12,562,996


90,478


6,440,181


12,653,474


19,093,655


(620,419
)

1989


Apr-07

40 yearsLexington Town Square

Lexington,SC





1,700,472


2,168,474


78,506


1,700,472


2,246,980


3,947,452


(246,512
)

1995


Apr-07

40 yearsFestival Centre

North Charleston,SC





8,757,402


1,167,078


190,552


8,757,402


1,357,630


10,115,032


(949,686
)

2004


Apr-07

40 yearsHillcrest Shopping Center

Spartanburg,SC


(16,443,849
)

5,286,085


35,789,539


9,567,568


5,286,085


45,357,107


50,643,192


(2,114,196
)

2007


Apr-07

40 yearsShoppes at Hickory Hollow

Antioch,TN


(10,518,363
)

4,468,257


9,854,266


254,956


4,468,257


10,109,222


14,577,479


(565,759
)

1986


Apr-07

40 yearsCongress Crossing

Athens,TN





2,743,650


6,969,242


1,087,672


2,743,650


8,056,914


10,800,564


(501,104
)

1990


Apr-07

40 yearsHazel Path Commons

Hendersonville,TN





4,410,237


3,293,554


19,120


4,410,237


3,312,674


7,722,911


(384,452
)

1989


Apr-07

40 years


F-69

---



COLUMN A

COLUMN B

COLUMN C

COLUMN D

COLUMN E

COLUMN F

COLUMN G

COLUMN H

COLUMN ICost
Capitalized
Subsequent to
Acquisition

Gross Amount at Which Carried
at the Close of the PeriodInitial Cost to CompanyLife on Which
Depreciated-
Latest Income
StatementBuilding &
Improvements



Building &
Improvements



Accumulated
Depreciation

Year
Constructed

Date
AcquiredDescription

Encumbrances

Land

Improvements

Land

TotalKimball Crossing

Kimball,TN





3,418,601


15,776,503


244,436


3,418,601


16,020,939


19,439,540


(873,622
)

1997


Apr-07

40 yearsChapman-Ford Crossing

Knoxville,TN





5,712,871


(6,061,371
)

3,366,520


5,712,871


(2,694,851
)

3,018,020


(287,994
)

2007


Apr-07

40 yearsFarrar Place Shopping Center

Manchester,TN





1,369,301


1,178,900


12,700


1,369,301


1,191,600


2,560,901


(68,518
)

1989


Apr-07

40 yearsMemphis Commons

Memphis,TN


(16,731,137
)

12,078,545


20,873,266


103,449


12,078,545


20,976,715


33,055,260


(988,590
)

1997


Apr-07

40 yearsPalm Plaza

Aransas,TX


(1,090,875
)

1,305,961


1,042,304





1,305,961


1,042,304


2,348,265


(157,891
)

2002


Apr-07

40 yearsParmer Crossing

Austin,TX





6,064,095


6,895,763


91,886


6,064,095


6,987,649


13,051,744


(245,638
)

2004


Nov-07

40 yearsBaytown Shopping Center

Baytown,TX


(3,306,189
)

1,144,575


6,575,460





1,144,575


6,575,460


7,720,035


(344,924
)

1987


Apr-07

40 yearsCedar Bellaire

Bellaire,TX


(1,923,296
)

2,691,539


2,475,890





2,691,539


2,475,890


5,167,429


(146,537
)

1994


Apr-07

40 yearsEl Camino

Bellaire,TX


(1,533,937
)

3,063,937


699,533


13,702


3,063,937


713,235


3,777,172


(67,795
)

2007


Apr-07

40 yearsBrenham Four Corners

Brenham,TX


(3,994,279
)

1,545,928


8,798,842





1,545,928


8,798,842


10,344,770


(456,408
)

1997


Apr-07

40 yearsBryan Square

Bryan,TX


(671,307
)

372,132


108,487


1,238,563


372,132


1,347,050


1,719,182


(16,286
)

2001


Apr-07

40 yearsTownshire

Bryan,TX





3,050,758


5,190,886





3,050,758


5,190,886


8,241,644


(306,293
)

2002


Apr-07

40 yearsCarmel Village

Corpus Christi,TX


(2,316,011
)

1,559,767


4,428,908


37,090


1,559,767


4,465,998


6,025,765


(305,827
)

1993


Apr-07

40 yearsFive Points

Corpus Christi,TX


(6,041,767
)

4,236,862


12,904,295


114,993


4,236,862


13,019,288


17,256,150


(952,254
)

1993


Apr-07

40 yearsClaremont Village

Dallas,TX


(1,913,226
)

1,177,880


3,911,724


39,848


1,177,880


3,951,572


5,129,452


(207,547
)

1976


Apr-07

40 yearsJeff Davis

Dallas,TX


(2,114,618
)

1,956,239


3,449,588


44,690


1,956,239


3,494,278


5,450,517


(249,574
)

1975


Apr-07

40 yearsStevens Park Village

Dallas,TX


(1,812,530
)

829,208


3,957,416





829,208


3,957,416


4,786,624


(192,840
)

1974


Apr-07

40 yearsWebb Royal

Dallas,TX


(3,020,883
)

2,374,772


6,091,746


19,766


2,374,772


6,111,512


8,486,284


(387,408
)

1992


Apr-07

40 yearsWynnewood Village

Dallas,TX


(15,272,244
)

9,405,555


32,682,415


539,493


9,405,555


33,221,908


42,627,463


(2,095,221
)

2006


Apr-07

40 yearsParktown

Deer Park,TX


(3,339,754
)

1,920,088


7,787,466


12,097


1,920,088


7,799,563


9,719,651


(464,635
)

1999


Apr-07

40 yearsRidglea Plaza

Fort Worth,TX





5,384,571


12,346,495


22,169


5,384,571


12,368,664


17,753,235


(468,992
)

1990


Nov-07

40 yearsForest Hills

Ft. Worth,TX


(956,613
)

658,039


1,709,228


43,991


658,039


1,753,219


2,411,258


(117,146
)

1968


Apr-07

40 yearsVillage Plaza

Garland,TX


(3,809,670
)

2,450,037


7,951,964


75,702


2,450,037


8,027,666


10,477,703


(485,834
)

2002


Apr-07

40 yearsNorth Hills Village

Haltom City,TX


(1,040,526
)

889,011


927,997





889,011


927,997


1,817,008


(68,837
)

1998


Apr-07

40 yearsHighland Village Town Center

Highland Village,TX


(4,766,283
)

4,391,028


8,607,867


17,975


4,391,028


8,625,842


13,016,870


(425,651
)

1996


Apr-07

40 yearsBay Forest

Houston,TX


(2,685,230
)

2,938,227


4,471,441


193,654


2,938,227


4,665,095


7,603,322


(227,629
)

2004


Apr-07

40 yearsBraes Heights

Houston,TX


(6,656,013
)

7,029,204


12,040,650


29,820


7,029,204


12,070,470


19,099,674


(593,999
)

2003


Apr-07

40 yearsBraes Oaks

Houston,TX


(1,564,146
)

2,867,233


435,382





2,867,233


435,382


3,302,615


(88,085
)

1992


Apr-07

40 yearsBroadway

Houston,TX


(2,168,323
)

685,958


4,358,679


1,667,661


685,958


6,026,340


6,712,298


(344,306
)

2006


Apr-07

40 yearsClear Lake Camino South

Houston,TX


(5,259,694
)

4,373,986


11,892,660





4,373,986


11,892,660


16,266,646


(588,964
)

2004


Apr-07

40 yearsHuntington Village

Houston,TX


(2,685,230
)

2,087,786


2,729,834


623,618


2,087,786


3,353,452


5,441,238


(381,201
)

2007


Apr-07

40 yearsJester Village

Houston,TX





2,563,512


1,954,600


38,103


2,563,512


1,992,703


4,556,215


(257,410
)

1988


Apr-07

40 yearsLazybrook

Houston,TX


(352,436
)

184,026


476,550





184,026


476,550


660,575


(56,324
)

1988


Apr-07

40 yearsMaplewood Mall

Houston,TX


(2,853,056
)

6,179,314


1,009,743


44,528


6,179,314


1,054,271


7,233,585


(174,352
)

2004


Apr-07

40 yearsMerchants Park

Houston,TX





3,617,729


16,722,475


229,381


3,617,729


16,951,856


20,569,585


(899,861
)

2006


Apr-07

40 yearsNorth 45 Plaza

Houston,TX


(2,248,880
)

2,317,859


3,498,185





2,317,859


3,498,185


5,816,044


(368,659
)

1975


Apr-07

40 yearsNorthgate

Houston,TX


(822,352
)

116,187


322,921





116,187


322,921


439,108


(50,779
)

1972


Apr-07

40 yearsNorthshore East

Houston,TX


(4,900,544
)

1,681,115


11,545,657





1,681,115


11,545,657


13,226,772


(573,962
)

2001


Apr-07

40 yearsNorthtown Plaza

Houston,TX


(6,713,074
)

3,596,635


14,519,795


23,822


3,596,635


14,543,617


18,140,252


(893,417
)

1990


Apr-07

40 yearsNorthwood

Houston,TX





2,041,964


7,944,974





2,041,964


7,944,974


9,986,938


(564,509
)

1972


Apr-07

40 yearsPinemont Shopping Center

Houston,TX





1,716,584


1,567,784


63,538


1,716,584


1,631,322


3,347,906


(284,926
)

1999


Apr-07

40 yearsSharpstown Plaza

Houston,TX





2,392,330


2,802,931





2,392,330


2,802,931


5,195,261


(267,645
)

2005


Apr-07

40 yearsTanglewilde

Houston,TX


(3,222,276
)

5,078,598


3,302,378


13,130


5,078,598


3,315,508


8,394,106


(204,819
)

1998


Apr-07

40 yearsTidwell Place

Houston,TX


(1,342,615
)

779,271


2,564,824





779,271


2,564,824


3,344,095


(205,192
)

1991


Apr-07

40 yearsWestheimer Commons

Houston,TX


(7,887,862
)

14,590,509


6,171,493


138,149


14,590,509


6,309,642


20,900,151


(468,336
)

1995


Apr-07

40 yearsNorthshore West

Houston ,TX





2,214,428


7,190,127





2,214,428


7,190,127


9,404,555


(302,917
)

1997


Nov-07

40 yearsWashington Square

Kaufman,TX


(1,376,180
)

618,074


3,027,309


17,950


618,074


3,045,259


3,663,333


(177,890
)

1978


Apr-07

40 yearsLeague City

League City,TX


(1,678,269
)

2,134,439


(1,860,883
)

2,803,341


2,134,439


942,458


3,076,897


(151,756
)

1992


Apr-07

40 yearsJefferson Park

Mount Pleasant,TX


(3,457,233
)

883,434


7,947,379


33,615


883,434


7,980,994


8,864,428


(440,131
)

2001


Apr-07

40 years


F-70

---



COLUMN A

COLUMN B

COLUMN C

COLUMN D

COLUMN E

COLUMN F

COLUMN G

COLUMN H

COLUMN ICost
Capitalized
Subsequent to
Acquisition

Gross Amount at Which Carried
at the Close of the PeriodInitial Cost to CompanyLife on Which
Depreciated-
Latest Income
StatementBuilding &
Improvements



Building &
Improvements



Accumulated
Depreciation

Year
Constructed

Date
AcquiredDescription

Encumbrances

Land

Improvements

Land

TotalOdessa-Winwood Town Center

Odessa,TX


(14,995,427
)

5,947,074


20,172,172


521,386


5,947,074


20,693,558


26,640,632


(978,801
)

2002


Apr-07

40 yearsParkview East

Pasadena,TX


(1,272,128
)

812,903


998,118


16,704


812,903


1,014,822


1,827,725


(55,594
)

2002


Apr-07

40 yearsParkview West

Pasadena,TX


(1,486,946
)

551,278


1,311,503


24,247


551,278


1,335,750


1,887,028


(155,006
)

2005


Apr-07

40 yearsMarket Plaza

Plano,TX





11,522,017


15,525,310


25,150


11,522,017


15,550,460


27,072,477


(762,450
)

2002


Apr-07

40 yearsKlein Square

Spring,TX


(2,550,968
)

1,347,135


5,194,010


33,206


1,347,135


5,227,216


6,574,351


(295,149
)

1999


Apr-07

40 yearsTexas City Bay

Texas City,TX


(6,847,336
)

1,567,419


16,019,065


4,404


1,567,419


16,023,469


17,590,888


(815,664
)

2005


Apr-07

40 yearsWindvale

The Woodlands,TX





5,151,135


13,344,419


21


5,151,135


13,344,440


18,495,575


(419,254
)

2002


Nov-07

40 yearsJefferson Green

Newport News,VA





4,743,353


3,461,421


14,522


4,743,353


3,475,943


8,219,296


(169,148
)

1988


Apr-07

40 yearsVA-KY Regional SC

Norton,VA





1,785,521


(417,471
)

53,056


1,785,521


(364,415
)

1,421,106


(124,072
)

1996


Apr-07

40 yearsLakeside Plaza

Salem,VA





2,320,013


4,763,315


169,547


2,320,013


4,932,862


7,252,875


(285,494
)

1989


Apr-07

40 yearsRidgeview Centre

Wise,VA





1,862,713


7,502,057


(54,775
)

1,862,713


7,447,282


9,309,995


(369,764
)

2005


Apr-07

40 yearsCheyenne Plaza

Cheyenne,WY


(4,431,262
)

4,266,725


1,092,226


58,254


4,266,725


1,150,480


5,417,205


(458,979
)

1995


Apr-07

40 yearsOtherApopka Commons

Apopka,FL





3,492,917


3,134,897


5,771,032


3,492,917


8,905,929


12,398,846


(203,381
)




Apr-07

40 yearsNine Mile Square

Pensacola,FL





2,511,526


(457,433
)

803,559


2,511,526


346,126


2,857,652


(275,548
)




Apr-07

40 yearsDenham Springs Plaza

Denham Springs,LA





792,917


2,062,700


51,961


792,917


2,114,661


2,907,578


(110,927
)




Apr-07

40 yearsthe Shoppes at Cinnaminson

Cinnaminson,NJ





11,000,000


4,891,609





11,000,000


4,891,609


15,891,609


(1,254,815
)

2007


Apr-07

40 yearsNorth Central Avenue

Hartsdale,NY





200,000


0





200,000





200,000








Apr-07

LANDAkron Land

Akron,OH





850,000


(307,436
)

1,700


850,000


(305,736
)

544,264


(32
)




Apr-07

40 yearsNorthgate Plaza

Westerville,OH





1,150,000


153,826


1,804,653


1,150,000


1,958,479


3,108,479


(221,063
)




Apr-07

40 yearsVarious










128,397,389








128,397,389


128,397,389$
(408,862,797
)
$
946,993,612

$
1,859,019,876

$
149,667,656

$
946,993,612

$
2,008,687,532

$
2,955,681,144
(1)
$
(117,519,378
)
$
393,281


---

F-71

---





Table of Contents

CENTRO NP LLC AND SUBSIDIARIES (THE "COMPANY")  (AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE "PREDECESSOR"))        SCHEDULE IIIREAL ESTATE AND
ACCUMULATED DEPRECIATION  (in thousands)

Company

PredecessorYear Ended
December 31,
2008

Period Ended
December 31,
2007

Period Ended
April 4, 2007

Year Ended
December 31,
2006[a] Reconciliation of total real estate carrying value is as follows:Balance at beginning of year

$
3,965,020

$


$
3,565,754

$
3,393,078Acquisitions and improvements


107,958


4,995,882


89,660


291,547Impact of FIN 46 consolidation





18


119


18,820Real estate held for sale


(54,180
)

(695
)

(832
)

(49,413
)Impairment of real estate


(250,700
)

(27,294
)




Cost of property sold or transferred to joint ventures


(811,206
)

(1,002,889
)

(3,653,941
)

(85,637
)Write-off of fully depreciated assets


(1,209
)

(2
)

(760
)

(2,641
)Balance at end of year

$
2,955,683

$
3,965,020

$


$
3,565,754Total cost for federal tax purposes at end of each year

$
3,454,137

$
3,985,915




$
3,192,731[b] Reconciliation of accumulated depreciation as follows:Balance at beginning of year

$
60,590

$


$
430,207

$
376,816Depreciation expense


76,522


69,887


20,497


75,444Impact of FIN 46 consolidation








190


202Property sold or transferred to joint ventures


(17,498
)

(9,297
)

(450,229
)

(16,393
)Write-off of fully depreciated assets


(82
)




(487
)

(1,877
)Real estate held for sale


(2,014
)




(178
)

(3,985
)Balance at end of year

$
117,518

$
60,590

$


$
430,207


F-72

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CENTRO NP LLC
    (Registrant)By:

/s/ MICHAEL CARROLL Michael Carroll Chief Executive OfficerDated: March 30, 2009


---



Table of Contents

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ MICHAEL CARROLL Michael Carroll

Chief Executive Officer (principal executive officer) of Centro NP LLC and Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A, Inc., Centro New Plan Inc., Centro
Super Residual 1 LLC, Centro Super Residual 2 LLC and Centro Super Residual 4 LLC, each a member of Super LLC, the sole and Managing Member of Centro NP LLC

March 30 2009/s/ JOHN BRADDON John Braddon

Chief Financial Officer and Executive Vice President (principal financial officer) of Centro NP LLC and Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A,
 Inc. and Centro New Plan Inc., each a member of Super LLC, the sole and Managing Member of Centro NP LLC

March 30, 2009/s/ STEVE SPLAIN Steve Splain

Executive Vice President and Chief Accounting Officer (principal accounting officer)

March 30, 2009/s/ TOM LORENZEN Tom Lorenzen

Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A, Inc. and Centro New Plan Inc., each a member of Super LLC, the sole and Managing Member of
Centro NP LLC

March 30, 2009


---





Table of Contents

EXHIBIT INDEX

*2.1

Agreement and Plan of Merger, dated February 27, 2007, by and among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Centro NP LLC, Super MergerSub Inc., and Super DownREIT
MergerSub LLC, filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K, filed on March 2, 2007.*2.2

First Amendment to Agreement and Plan of Merger, dated as of April 19, 2007, by and among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Super IntermediateCo LLC (now known as
Centro NP LLC), Super MergerSub Inc., and Super DownREIT MergerSub LLC, filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K, filed on April 20, 2007.*2.3

Assignment and Assumption Agreement, dated as of April 20, 2007, by and between New Plan Excel Realty Trust, Inc. and Super IntermediateCo LLC (now known as Centro NP LLC)., filed as
Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*3.1

Articles of Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated as of February 26, 2007, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007.*3.2

Articles of Amendment of Articles of Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated as of May 3, 2007, filed as Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007.*3.3

Second Amended and Restated Limited Liability Company Agreement of Centro NP LLC, dated as of June 5, 2007, filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007.*4.1

Senior Securities Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee, filed as Exhibit 4.2 to New Plan Realty Trust's Registration
Statement on Form S-3, File No. 33-61383.*4.2

First Supplemental Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company, filed as Exhibit 10.2 to the
Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.*4.3

Senior Securities Indenture, dated as of February 3, 1999, among the Predecessor, New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, filed as Exhibit 4.1 to the
Predecessor's Current Report on Form 8-K dated February 3, 1999.*4.4

Supplemental Indenture, dated as of December 17, 2004, by and between the Predecessor and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company), as Trustee, to the Indenture
dated as of February 3, 1999, by and among the Predecessor, New Plan Realty Trust, as guarantor, and the Trustee, filed as Exhibit 4.1 to the Predecessor's Current Report on Form 8-K dated December 22, 2004.*4.5

Senior Securities Indenture, dated as of January 30, 2004, by and between the Predecessor and U.S. Bank Trust National Association, as Trustee filed as Exhibit 4.1 to the Predecessor's Current Report on
Form 8-K dated February 5, 2004.*4.6

First Supplemental Indenture, dated as of September 19, 2006, between the Predecessor and U.S. Bank Trust National Association, as trustee, filed as Exhibit 4.1 to the Predecessor's Current Report on
Form 8-K, filed on September 19, 2006.


---



Table of Contents

*4.7

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.8

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.9

Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC), New Plan Realty Trust, LLC and U.S. Bank Trust National Association,
 filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.*4.10

Indenture, dated as of May 4, 2007, by and among Centro NP LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association, filed as Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007.*4.11

Supplemental Indenture, dated as of May 4, 2007, by and among Centro NP LLC and U.S. Bank Trust National Association, filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007.*10.1

Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Banc of America Securities LLC, as Lead Arranger,
and Banc of America Securities LLC, as Sole Book Manager, dated as of July 31, 2007, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated August 6, 2007.*10.2

Guaranty, dated as of July 31, 2007, by and among each of the Subsidiaries listed on Schedule I thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K, dated August 6, 2007.*10.3

First Amendment to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated
as of December 16, 2007, filed as Exhibit 10.1 to Company's Current Report on Form 8-K, dated December 18, 2007.*10.4

Letter Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of February 14, 2008, filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K, dated February 14, 2008.*10.5

Contribution, Distribution and Assignment Agreement, dated as of March 28, 2008, among Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the Company's wholly owned
subsidiaries, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 30, 2008.*10.6

Distribution, Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro US Employment Company,
 LLC, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 30, 2008.*10.7

Exclusive Global Leasing and Management Agreement (Non-Contracted) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3 to the Company's Current Report on
Form 8-K, dated March 30, 2008.*10.8

Exclusive Global Subcontract Agreement (Third Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K, dated March 30, 2008.


---



Table of Contents

*10.9

Exclusive Global Subcontract Agreement (Related Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.5 to the Company's Current
Report on Form 8-K, dated March 30, 2008.*10.10

Letter Agreement, dated as of March 28, 2008, among Super LLC, JPMorgan Chase Bank, N.A., as agent, and certain other parties, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K,
dated March 30, 2008.*10.11

Letter Agreement, dated as of May 7, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
on May 12, 2008.*10.12

Letter Agreement, dated as of May 30, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
on June 2, 2008.*10.13

Letter Agreement, dated as of September 26, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed on October 2, 2008.10.14

Letter Agreement, dated as of December 15, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties.10.15

Supplement to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of January 15,
2008.10.16

Contribution, Distribution and Assignment Agreement (the "Agreement"), dated as of January 15, 2009, by and among New Plan Property Holding Company, CA New Plan Asset Partnership IV, L.P., CA New Plan
Asset LLC, CA New Plan VI, Excel Realty TrustST, LLC, New Plan Maryland Holdings, LLC, New Plan of Michigan, LLC, New Plan of Michigan Member, LLC, NP of Tennessee, L.P., New Plan of Tennessee, LLC, NPTN,
 Inc., CA New Plan Texas Assets, L.P., CA New Plan Texas Assets, LLC, CA New Plan IV, HK New Plan Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I, LLC, HK New Plan STH Upper Tier II Company, HK
New Plan Exchange Property Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc., HK New Plan ERP Property Holdings, LLC, Excel Realty Partners, L.P., New Plan
DRP Trust, New Plan ERP Limited Partner Company, ERP New Britain Limited Partnership, New Plan Realty Trust, LLC, New Plan Pennsylvania Holdings, LLC, Centro NP ERT, LLC, HK New Plan Macon Chapman TRS GP Company, ERT Development
Corporation, New Plan Florida Holdings, LLC, HK New Plan STH Lower Tier, LLC, HK New Plan STH Mid Tier II, LLC, Centro NP LLC, Super LLC, Centro NP Residual Holding LLC and Centro NP Residual Holding Sub 1,
 LLC.*10.17

Employment Letter, dated May 11, 2007, from Centro Properties Group to John Braddon, filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.18

Offer of Employment, dated November 23, 2005, from Centro Properties Group to John Braddon, filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K, dated April 15,
2008.*10.19

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Glenn J. Rufrano, filed as Exhibit 10.42 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.10.20

Employment Agreement, dated March 26, 2008, by and among Centro WCJV LP, Inc. and Glenn J. Rufrano.


---



Table of Contents

*10.21

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Steven Siegel, filed as Exhibit 10.44 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.*10.22

Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Carroll, filed as Exhibit 10.45 to the Company's Annual Report on
Form 10-K, dated April 15, 2008.10.23

Employment Agreement, dated December 5, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.10.24

First Amendment to Employment Agreement, dated February 25, 2008, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.10.25

Employment Agreement, dated July 30, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Leonard Brumberg.*10.26

Centro Properties Group Executive Option Plan, filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.27

Centro Properties Group Employee Security Plan, filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.28

Form of Centro Properties Group Application for Options, filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K, dated April 15, 2008.*10.29

Form of Centro Properties Group Offer to Participate in an Issuance of Options, filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K, dated April 15, 2008.21

Subsidiaries of the Company.31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


---

---