Exhibit 10.15


 


SUPPLEMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


SUPPLEMENT dated as of January 15, 2009 (the “Supplement
Effective Date”) to the Amended and Restated Revolving Credit
Agreement dated as of July 31, 2007 (as heretofore amended, modified or
supplemented by and under the Extension Agreements (as defined below), the “Loan Agreement”) among CENTRO NP LLC (the “Borrower”), the LENDERS party thereto (the
“Lenders”), and BANK OF AMERICA,
N.A., as Administrative Agent (the “Administrative Agent”).


 


W I T N E S S E T H :


 


WHEREAS, the parties hereto desire to (a) cause the Extension
Agreements to be superseded by the terms and conditions set forth in this
Supplement; (b) further extend the Maturity Date to December 31,
2010; (c) determine the rate of the Applicable Margin and the Default
Rate; (d) provide for the prepayment of the Loans, and accompanying
permanent reductions of the Commitments, upon the receipt by the Borrower of
net proceeds from the disposition of certain Properties and certain other
events; (e) acknowledge that there shall be no further extensions of
credit under the Loan Agreement; (f) supplement the representations,
affirmative covenants, negative covenants and Events of Default, including
related definitions thereto, as set forth in the Loan Agreement; (g) implement
an interest rate protection program with respect to the Loan; and (h) provide
for certain other supplemental matters in connection with the Loan Agreement
and the other Loan Documents, as set forth herein;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


SECTION 1.  Defined Terms;
References.  (a)   Unless otherwise specifically defined herein,
each term used herein that is defined in the Loan Agreement has the meaning
assigned to such term in the Loan Agreement. 
Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each
other similar reference and each reference to “this Agreement” and each other
similar reference contained in the Loan Agreement shall, after the Supplement
Effective Date, refer to the Loan Agreement as amended or supplemented hereby.


 


(b)                       As
used in this Supplement, each of the following terms has the meaning specified
in the Super Loan Agreement (as in effect on the date hereof): “Centro Entity,”
“ERP,” “ERP Obligations,” “ERP Preferred Interests,” “Existing Indebtedness,”
“Joint Venture Property,” “Master Distribution Agreement,” “New Money
Facility,” “New Money Facility Loan Documents,” “Note (e Note),” “Parent
Entity,” “Permitted Threshold Sale,” “Properties (Additional 15 Properties),”
“Properties (New Money Facility),” “Required Distribution,”


 


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“Required Distribution/Contribution,” “Senior
Notes,” “Solvent,” “Tax Payments,” “Transaction Documents (Australia)” and
“Tyrone Gardens Entities”.


 


(c)                        The
following additional terms, as used in this Supplement, have the following
meanings:


 


“Actual Knowledge”
means the actual knowledge of Glenn Rufrano (Chief Executive Officer and
President), Michael Carroll (Executive Vice President and Chief Operating
Officer), John Braddon (Executive Vice President, Chief Financial Officer and
Treasurer) and Steven Siegel (Executive Vice President and Secretary), without
any duty of inquiry or investigation. 
Neither the actual knowledge of any other individual or entity, nor the
constructive knowledge of the foregoing individuals or of any other individual
or entity, shall be imputed to the foregoing individuals.


 


“Applicable Credit Agreements” means (i) the
Super Loan Agreement; (ii) the KeyBank Centro GA Agreement (as defined in
the Super Loan Agreement); and (iii) the Bond Documents (as defined in the
Common Terms Deed (as defined in the Super Loan Agreement)) and the Senior
Facilities Agreement (as defined in the Super Loan Agreement) (other than the
provisions thereof that are applicable to Facility E (as defined in the Senior
Facilities Agreement)).


 


“Approved Budget” means the budget
attached hereto as Schedule 1.1, for the period from the Supplement Effective
Date through and including December 31, 2010, which budget has been
approved by the Administrative Agent and the Lenders prior to the Supplement
Effective Date. The Approved Budget may be modified from time to time but only
with the prior written consent of lenders holding, at such time, an aggregate
of at least 60% of the Loan Amount (as defined in the Super Loan Agreement as
in effect on the Supplement Effective Date), the Loans and the Letter of Credit
Exposure (such lenders, the “Budget Approval Lenders”)
and, upon receipt of such consent, the Approved Budget, as so revised, shall
thereafter constitute the Approved Budget. 
Until such consent is obtained from the Budget Approval Lenders, the
then current Approved Budget shall continue to be applicable.


 


“April Letter Agreement” means that
certain letter agreement, dated as of April 29, 2008, among the Borrower,
the Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“APT” means Australian Public Trustees
Limited (ABN 82095572482), as trustee of the DPF Sub Trust No 2.


 


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“APT Guaranty” means the Guaranty
Agreement (Payment), dated as of May 7, 2008, executed by APT in favor of
the Administrative Agent on behalf of the Lenders.


 


“Assignments of Leases” means,
collectively or individually, as the context shall require, the Assignments of
Leases (Initial Combined Pool), the Assignment
of Leases (Preston Ridge) and the Farrar Place Assignment of
Leases.


 


“Assignments of Leases (Initial Combined Pool)”
means those certain first priority Assignment of Leases and Rents given on March 28,
2008 by the applicable Property Owner (Initial Combined Pool), as assignor, to
the Administrative Agent, as assignee, assigning to the Administrative Agent
the interests of all such Property Owners (Initial Combined Pool) in and to all
Leases with respect to, and Rents from, the Properties (Initial Combined Pool),
as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 


“Assignment of Leases (Preston Ridge)”
means that certain second priority Assignment of Leases and Rents given on March 28,
2008 by the Preston Ridge Property Owner, as assignor, to the Administrative
Agent, as assignee, assigning to the Administrative Agent the interests of the
Preston Ridge Property Owner in and to all Leases with respect to, and Rents
from, the Preston Ridge Property, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


“Award” means any compensation paid by
any Governmental Authority in connection with a Condemnation with respect to
all or any part of a Property.


 


“Bank of America” means Bank of America,
N.A., and its successors.


 


“Bankruptcy Action” means, with respect
to any Person, (i) such Person filing a voluntary petition under the
Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or
any other similar law, rule or regulation of any foreign jurisdiction; (ii) the
filing of an involuntary petition against such Person under the Bankruptcy Code
or any other Federal or state bankruptcy or insolvency law, or any other
similar law, rule or regulation of any foreign jurisdiction, or soliciting
or causing to be solicited petitioning creditors for any involuntary petition
against such Person; (iii) such Person filing an answer consenting to or
otherwise acquiescing in or joining in any involuntary petition filed against
it, by any other Person under the Bankruptcy Code or any other Federal or state
bankruptcy or insolvency law, or any other similar law, rule or regulation
of any foreign jurisdiction, or soliciting or causing to be solicited
petitioning creditors for any involuntary petition from any Person; (iv) such
Person consenting to or acquiescing in or joining in an application for the
appointment of a custodian, receiver, trustee, administrator or examiner for
such


 


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Person or any portion of any property or
assets owned by such Person (including, without limitation, any Property); or (v) such
Person making an assignment for the benefit of creditors, or admitting, in
writing or in any legal proceeding, its insolvency or inability to pay its
debts as they become due.


 


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy”, as amended from time to time, and any
successor statute or statutes and all rules and regulations from time to
time promulgated thereunder.


 


“Book Value” means the greater of the
book value as of (i) December 31, 2007, as adjusted prior to the
Supplement Effective Date and (ii) June 30, 2008, in each case, as
reflected on the consolidated accounts (maintained in accordance with GAAP) of
Super for the Properties (Super).


 


“Budgeted Expenditures” means,
collectively, the amounts to be expended by the Super Entities as and to the
extent set forth on the Approved Budget.


 


“Casualty” means damage or destruction
of a Property, in whole or in part, by fire or other casualty.


 


“Centro Party Covenants” shall have the
meaning assigned to such term in Section 21.


 


“Collateral Assignment of Interest Rate Cap
Agreement” means that certain Collateral Assignment of Interest Rate
Cap Agreement to be entered into by the Borrower in connection with the Loans,
as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 


“Condemnation” means a temporary or
permanent taking by any Governmental Authority as the result or in lieu or in
anticipation of the exercise of the right of condemnation or eminent domain, of
all or any part of a Property, or any interest therein or right accruing
thereto, including any right of access thereto or any change of grade affecting
such Property or any part thereof.


 


“December Letter Agreement” means
that certain letter agreement, dated as of December 15, 2008, among the
Borrower, the Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“December 2007 Amendment”
means that certain First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of December 16, 2007, by and among the Borrower, the
Guarantors party thereto, the Lenders and the Administrative Agent.


 


“Encumbered Property”
means any Property that is (i) a Property (Combined Pool), (ii) a
Property (Additional 15 Properties), (iii) a Property (New


 


4

















 


Money Facility), (iv) the Preston Ridge
Property or (v) an Encumbered Property (Existing Third Party).


 


“Encumbered Property (Existing Third
Party)” means each Property that is set forth on
Schedule 1.2 attached hereto.


 


“Extension Agreements” means,
collectively, the December 2007 Amendment, the January Letter
Agreement, the February Extension Agreement, the March Letter
Agreement, the April Letter Agreement, the May 7 Letter Agreement, the
May 30 Letter Agreement, the September Letter Agreement and the December Letter
Agreement.


 


“Farrar Place Assignment of Leases”
means that certain first priority Assignment of Leases and Rents given on the
Supplement Effective Date by the Farrar Place Property Owner, as assignor, to the Administrative
Agent, as assignee, assigning to the Administrative Agent the interests of the
Farrar Place Property Owner in and to all Leases with respect to, and Rents
from, the Farrar Place Property, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


“Farrar Place Mortgage”
means the first lien deed of trust by the Farrar Place
Property Owner in favor of the Administrative Agent, for
the benefit of the Lenders, encumbering the Farrar Place Property, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Farrar Place Property”
means Farrar Place, Manchester, Tennessee.


 


“Farrar Place Property Owner”
means NP of Tennessee, L.P., a Subsidiary Guarantor.


 


“February Extension Agreement”
means that certain letter agreement, dated as of February 14, 2008, among
the Borrower, the Centro Parties, the Guarantors party thereto, the Lenders and
the Administrative Agent, which amended and restated the December 2007
Amendment and the January Letter Agreement.


 


“Ground Leases”
means ground leases pursuant to which Super Subsidiaries or Joint Venture
Entities ground lease certain Properties from third parties.


 


“Guaranty (March 2008)” means that
certain Guaranty, dated as of March 28, 2008, from certain Subsidiaries of
Residual in favor of the Administrative Agent for the benefit of the Lenders,
as ratified on the date hereof and as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 


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“Interest Rate Cap Agreement”
means an Interest Rate Cap Agreement (together with the confirmation and
schedules relating thereto) between the Borrower and Bank of America entered
into in connection with the Loans.


 


“January Letter Agreement”
means that certain letter agreement dated as of January 14, 2008, by and
among the Borrower, the Centro Parties, the Guarantors party thereto, the
Lenders and the Administrative Agent.


 


“Joint Venture Entity”
means any joint venture entity or other entity owned jointly by a Super
Subsidiary and unaffiliated third parties, including, without limitation, any
entity in which any Super Entity directly owns an interest that is not a Subsidiary
of Super, but that is nonetheless consolidated with any Super Entity for
financial reporting purposes as a result of the application of (i) the
pronouncement entitled Financial Interpretation 46 “Consolidation of Variable
Interest Entities” by the Financial Accounting Standards Board on January 17,
2003, as revised from time to time, or (ii) Emerging Issues Task Force
Consensus on Issue No. 04-05, “Determining Whether a General Partner, or
the General Partners of a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights” as adopted in July, 2005
by the Emerging Issues Task Force created by the Financial Accounting Standards
Board.  For the avoidance of doubt, the Tyrone
Gardens Entities shall not be deemed to be Joint Venture Entities for purposes
of this Supplement and the other Loan Documents.


 


“JPMCB” means JPMorgan Chase Bank, N.A.,
and its successors.


 


“Lease” means any lease, sublease or
subsublease, letting, license, concession or other agreement (whether written
or oral and whether now or hereafter in effect) pursuant to which any Person is
granted a possessory interest in, or right to use or occupy all or any portion
of any space in any Property, and (a) every modification, amendment or
other agreement relating to such lease, sublease, subsublease, or other
agreement entered into in connection with such lease, sublease, subsublease, or
other agreement and (b) every guarantee of the performance and observance
of the covenants, conditions and agreements to be performed and observed by the
other party thereto.


 


“Loan Parties” or “Loan Party”
means, individually or collectively, as the context may require, the Borrower
and the Subsidiary Guarantors.


 


“March Letter Agreement” means that
certain letter agreement, dated as of March 28, 2008, among the Borrower,
the Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“Material Lease” shall have the meaning
assigned to such term in Section 7(f).


 


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“May 7 Letter Agreement” means that
certain letter agreement, dated as of May 7, 2008, among the Borrower, the
Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“May 30 Letter Agreement” means
that certain letter agreement, dated as of May 30, 2008, among the
Borrower, the Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“Mortgage (AEW)” means the first lien
deed of trust dated as of the Supplement Effective Date given by Property Owner
(AEW) in favor of Bank of America, securing that certain Amended and Restated
Loan Agreement, dated November 6, 2007, among Bank of America, CA New Plan
Acquisition Fund, LLC, Property Owner (AEW) and CA New Plan Acquisition Fund
Louisiana, LLC (as the same has been and may be further amended), encumbering
the Property (AEW).


 


“Mortgages” means, collectively or
individually, as the context shall require, the Mortgages (Initial Combined
Pool), the Mortgage (Preston Ridge), the Farrar Place Mortgage
and the Surrey Square Mortgage.


 


“Mortgages (Initial Combined Pool)”
means the first lien mortgages, deeds of trust and deeds to secure debt given
by the Property Owners (Initial Combined Pool) on March 28, 2008 in favor
of the Administrative Agent, securing the Guaranty or the Guaranty (March 2008),
as applicable, and encumbering the Properties (Initial Combined Pool), as the
same may be amended, restated, replaced, supplemented or otherwise modified
from time to time.


 


“Mortgage (Preston Ridge)” means the
second lien deed of trust given by the Preston Ridge Property Owner on March 28,
2008 in favor of the Administrative Agent, securing the Guaranty (March 2008)
and encumbering the Preston Ridge Property, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


“Net Proceeds” means the net amount of
all insurance proceeds or Awards, as applicable, received by a Super Subsidiary
following a Casualty or Condemnation of a Property owned by such Super
Subsidiary after deduction of the reasonable costs and expenses of recovery and
after satisfaction of the outstanding principal amount of, premium or penalty,
if any, and interest on any indebtedness (other than the Loan, the Super Loan
Agreement, the New Money Facility and the Preston Ridge Facility) that is
required to be repaid under the terms of such indebtedness as a result of such
Casualty or Condemnation.


 


“Net Sale Proceeds”
means proceeds of the sale of the applicable Property after satisfaction of the
outstanding principal amount of, premium or


 


7

















 


penalty, if any, and interest on any
indebtedness (other than the Loan, the Super Loan Agreement, the New Money
Facility and the Preston Ridge Facility) that is required to be repaid under
the terms of such indebtedness as a result of such sale (or on any indebtedness
the terms of which provide that such sale, without the consent of the
applicable lender, would constitute an event of default thereunder) and net of
reasonable and customary closing costs and expenses (other than, with respect
to Properties (Super), any disposal or similar fees payable to Affiliates of
Super Entities from sales of Properties (Super) by such Super Entities).


 


“Other Bank Facility Documents”
means, collectively, (a) the Super Loan Agreement and the other Super Loan
Documents, (b) the New Money Facility Loan Documents and (c) the
Preston Ridge Loan Agreement (and the loan documents entered into in connection
therewith).


 


“Permitted Encumbrances”
means, with respect to any Property, collectively, (a) the Liens and
security interests created by the Loan Documents, (b) all Liens,
encumbrances and other matters disclosed in any current title insurance
commitments and/or current surveys delivered or made available to the
Administrative Agent or its legal counsel on or before the Supplement Effective
Date with respect to the Properties, (c) Liens, if any, for Taxes imposed
by any Governmental Authority not yet due or delinquent or being contested in
good faith by appropriate proceedings, (d) such other title and survey
exceptions as the Administrative Agent has approved or may approve in writing
in its sole discretion, (e) all easements, rights-of-way, restrictions,
survey matters and other non-monetary encumbrances recorded against and/or
affecting a Property and that do not materially and adversely affect (i) the
ability of the applicable Super Entity to pay any of its or their obligations
to any Person as and when due, (ii) the marketability of title to such
Property, (iii) the fair market value of such Property in a manner
resulting in such fair market value being materially less than the book value
of such Property (as reasonably determined by a third party professional having
expertise in making such determinations), or (iv) the use or operation of
such Property by the applicable Super Subsidiary in connection with its
business, (f) rights of tenants under Leases, as tenants only, (g) any
Liens securing Indebtedness of Super or any Super Subsidiary that is permitted
pursuant to the Loan Agreement or the Super Loan Agreement, (h) Liens in
connection with workers’ compensation, unemployment insurance or other social
security obligations, (i) deposits or pledges to secure bids, tenders,
contracts (other than contracts for the payment of money), leases, statutory
obligations, surety or appeal bonds, performance bonds, completion bonds or
other obligations of like nature arising in the ordinary course of business, (j) mechanics’,
materialmen’s, carriers’ or warehousemen’s Liens incurred in the ordinary
course of business which are bonded over within 60 days from the date of filing
or the existence of which is being contested in good faith by appropriate
proceedings diligently conducted by Super, the Borrower or the applicable Super
Subsidiary, (k) Liens arising out of judgments or decrees which do not
constitute an Event of Default


 


8

















 


and (l) the interests of lessees,
lessor, licensees and licensors under leases or licenses of real or personal
property made in the ordinary course of business which could not reasonably be
expected (individually or in the aggregate) to have a Material Adverse Effect.


 


“Preston Ridge Facility”
means that certain credit facility in the amount of $105,000,000 provided by
the lenders under the Preston Ridge Loan Agreement to the Preston Ridge
Property Owner, which facility is secured by, among other things, a first
mortgage lien on the Preston Ridge Property.


 


“Preston Ridge Loan Agreement” means
that certain Amended and Restated Loan Agreement, dated as of the Supplement
Effective Date, among the Preston Ridge Property Owner, JPMCB, as
Administrative Agent, and the lenders party thereto, as the same may be amended,
supplemented or otherwise modified from time to time (subject to the provisions
of Section 9(e)).


 


“Preston Ridge Property” means the
property known as the Centre at Preston Ridge, Frisco, Texas.


 


“Preston Ridge Property Owner” means BPR
Shopping Center, LLC, a Delaware limited liability company.


 


“Properties” or “Property”
means, collectively or individually as the context shall require, each real
property owned in fee, or leased pursuant to a Ground Lease, by a Super
Subsidiary.


 


“Properties (BofA Revolver)” means,
collectively or individually, as the context shall require, the Properties
(Combined Pool) and the Preston Ridge Property.


 


“Properties (Combined Pool)” means,
collectively, the properties identified on Schedule 1.5 hereto. For the
avoidance of doubt, the Properties (Combined Pool) include the Farrar Place
Property and the Surrey Square
Property.


 


“Properties (Initial Combined Pool)”
means the Properties (Combined Pool) (other than the Farrar Place Property and
the Surrey Square Property).


 


“Properties (Other Super Properties)”
means, collectively, the properties identified on Schedule 1.9 hereto.


 


“Properties (Super)” means,
collectively, the Properties (Combined Pool), the Properties (New Money
Facility), the Preston Ridge Property and the Properties (Other Super
Properties).


 


9

















 


“Property (AEW)” means Merchants Park
North, Houston, Texas (which property is owned by the Property Owner (AEW)).


 


“Property Owner (AEW)”
means CA New Plan Acquisition Fund Texas I, L.P., a Subsidiary of the Borrower.


 


“Property Owners (BofA Revolver)”
means, collectively, the owners of the Properties (BofA Revolver) and their
successors.


 


“Property Owners (Combined Pool)” means,
collectively, the owners of the Properties (Combined Pool) and their
successors. The Property Owners (Combined Pool) are identified on Schedule 1.5.
For the avoidance of doubt, the Property Owners (Combined Pool) include the
Farrar Place Property Owner and the Borrower.


 


“Property Owners (Initial Combined Pool)”
means, collectively, the owners of the Properties (Initial Combined Pool) and
their successors.


 


“Property Owners (Super)”
means, collectively, the owners of the Properties (Super) and their successors.


 


“Rents” means, with respect to each Property,
all rents (including, without limitation, percentage rents), rent equivalents,
moneys payable as damages or in lieu of rent or rent equivalents, any fees,
payments or other compensation from any tenant relating to or in exchange for
the termination of such tenant’s Lease, royalties (including, without
limitation, all oil and gas or other mineral royalties and bonuses), income,
receivables, receipts, revenues, deposits (including, without limitation,
security, utility and other deposits), accounts, cash, issues, profits, charges
for services rendered, and other consideration of whatever form or nature
received by or paid to or for the account of or benefit of the applicable
Property Owner or its agents or employees from any and all sources arising from
or attributable to the applicable Property, and proceeds, if any, from business
interruption or other loss of income insurance.


 


“Required Super Lenders” means Required
Lenders (as defined in the Super Loan Agreement as in effect on the Supplement
Effective Date).


 


“Residual” means Centro NP Residual
Holding LLC, a Delaware limited liability company, 51% of the Equity Interests
of which are owned by Super and 49% of the Equity Interests of which are owned
by the Borrower.


 


“Restoration” means the repair and
restoration of a Property after a Casualty or Condemnation as nearly as
possible to the condition of such Property immediately prior to such Casualty
or Condemnation.


 


10














 


“Restricted Payment” means, with respect
to any Person, any dividend or other distribution (whether in cash, securities
or other property) with respect to any Equity Interests in such Person, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in such
Person or any option, warrant or other right to acquire any such Equity Interests
in such Person.


 


“Sale or Pledge” means a voluntary or
involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a
legal or beneficial interest.


 


“September Letter Agreement” means
that certain letter agreement, dated as of September 26, 2008, among the
Borrower, the Centro Parties, the Guarantors party thereto, the Lenders and the
Administrative Agent.


 


“Specified Order” shall have the meaning
assigned to such term in Section 6(b).


 


“Super Administrative Agent” means
JPMCB, as administrative agent under the Super Loan Agreement, including its
successors and permitted assigns.


 


“Super Entities” means, collectively,
Super and the Super Subsidiaries.


 


“Super Lenders” means the lenders under
the Super Loan Agreement from time to time.


 


“Super Loan Agreement”
means that certain Second Amended and Restated Loan Agreement, dated as of the
Supplement Effective Date, by and among Super LLC, as borrower, the lenders
party thereto, and the Super Administrative Agent, as the same may be amended,
restated, supplemented or otherwise modified from time to time (subject to the
provisions of Section 9(e)).


 


“Super Loan Documents”
has the meaning ascribed to the term “Loan Documents” as defined in the Super
Loan Agreement.


 


“Super Subsidiaries”
means Subsidiaries of Super, including the Borrower and Subsidiaries of the
Borrower, but expressly excluding Joint Venture Entities. For the avoidance of
doubt, the Tyrone Gardens Entities shall be deemed to be Super Subsidiaries for
purposes of this Supplement and the other Loan Documents.


 


“Supplement Effective Date  Accrued Springing Interest Amount”
means the amount of interest on the Loans and Letter of Credit Commission Fees
that has accrued at the Additional Increased Spread (as defined in the May 7
Letter Agreement) as of the Supplement Effective Date pursuant to the
provisions of paragraph 1(b) of the May 7 Letter Agreement.


 


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“Surrey Square Mortgage” means the first
lien mortgage in favor of the Administrative Agent, for the benefit of the
Lenders, encumbering the Surrey Square Property and delivered by the Borrower
to the Administrative Agent pursuant to Section 11(r), and to be effective
as of the earlier of: (i) the 45th day after the Supplement Effective Date and (ii) the
date on which such mortgage is duly recorded in the appropriate real estate
records, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time.


 


“Surrey Square Property” means Surrey
Square Mall, Norwood, Ohio.


 


“Title Company” shall have the meaning
assigned to such term in Section 11(r).


 


“Transactions”
means, as to any Loan Party, the execution, delivery and performance by such
Loan Party of the Loan Documents to which it is a party and the consummation of
the transactions contemplated by such Loan Documents.


 


“Transfer”
means any sale, conveyance, transfer, lease with a purchase option at less than
fair market value, any transaction or arrangement having the economic effect of
a sale (including as a result of any merger or consolidation), any contribution
in consideration of Equity Interests in any Person, any distribution as a
dividend or distribution in respect of any Equity Interest held by another
Person (other than a dividend or distribution from a Super Subsidiary to
another Super Subsidiary or Super to the extent permitted hereunder), or any
other disposition or transaction having comparable effect.  In addition, and without limiting the generality
of the foregoing, a Transfer shall include, but not be limited to, (i) an
installment sales agreement; (ii) an agreement by any Super Entity leasing
all or a substantial part of a Property owned by it for other than actual
occupancy by a space tenant thereunder or a sale, assignment or other transfer
of, or the grant of a security interest in, any Super Entity’s right, title and
interest in and to any Leases or any Rents payable thereunder; (iii) in
the case of a Super Entity that is a corporation, any merger, consolidation or
Sale or Pledge of such corporation’s stock or the creation or issuance of new
stock; (iv) in the case of a Super Entity that is a limited or general
partnership or joint venture, any merger or consolidation or the change,
removal, resignation or addition of a general partner or the Sale or Pledge of
the partnership interest of any general partner or any profits or proceeds
relating to such partnership interest, or the Sale or Pledge of limited
partnership interests or any profits or proceeds relating to such limited partnership
interest or the creation or issuance of new limited partnership interests; (v) in
the case of a Super Entity that is a limited liability company, any merger or
consolidation or the change, removal, resignation or addition of a managing
member or non member manager (or if no managing member, any member) or the Sale
or Pledge of the membership interest of a managing member (or if no managing
member, any member) or any profits or proceeds relating to such membership
interest, or the Sale or Pledge of non-managing


 


12

















 


membership interests or the creation or
issuance of new non-managing membership interests; or (vi) in the case of
a Super Entity that is a trust or nominee trust, any merger, consolidation or the
Sale or Pledge of the legal or beneficial interest in such Super Entity or the
creation or issuance of new legal or beneficial interests.  For purposes hereof, any Transfer of any
Equity Interest in a Super Entity owning any direct or indirect interest in a
Property shall be deemed to be a Transfer of such Property to the extent of the
Equity Interest so Transferred.


 


“Unencumbered Properties”
means, collectively, all of the Properties other than the Encumbered Properties
(together with any Encumbered Property that becomes unencumbered by any
mortgage liens after the Supplement Effective Date).


 


(d)                       The
parties hereto hereby acknowledge and agree that the defined term (i) “Guaranty”
and “Loan Documents” in Section 1.1 of the Loan Agreement shall (x) be
deemed to include the Guaranty (March 2008) and (y) exclude the
Centro Party Guaranty and the APT Guaranty and (ii) “Subsidiary Guarantor”
in Section 1.1 of the Loan Agreement shall (x) be deemed to include
the guarantors party to the Guaranty (March 2008) (whether or not any such
guarantor is a Subsidiary of the Borrower) and (y) exclude the Centro
Parties and APT.


 


(e)                        The
parties hereto hereby acknowledge and agree that (i) this Supplement, (ii) the
Mortgages and the Assignments of Leases and (iii) any Interest Rate Cap
Agreement and any Collateral Assignment of Interest Rate Cap Agreement shall
each be deemed to be a “Loan Document” for all purposes of the Loan Documents.


 


SECTION 2.  Extension Agreements Superseded.  The parties hereto hereby
acknowledge and agree that, except to the extent set forth herein, each
Extension Agreement shall be superseded by the terms, conditions and other
provisions as set forth in this Supplement.


 


SECTION 3.  Amount Outstanding; Current Commitment; No
Further Extensions of Credit.  (a) The
Borrower hereby acknowledges and agrees that (i) the Lenders have
previously advanced, and the Borrower has previously borrowed, Loans under the
Loan Agreement and that Loans in an aggregate principal amount of
$306,500,489.30 remain outstanding as of the Supplement Effective Date, (ii) at
the request of the Borrower, the Issuing Lender issued the Letters of Credit
listed on Schedule 1.11 hereto pursuant to the Loan Agreement, which Letters of
Credit are outstanding as of the Supplement Effective Date, (iii) as of
the Supplement Effective Date, the aggregate Commitments under the Loan
Agreement is equal to $318,984,568.05, and (iv) the Swing Loan Commitment
is hereby terminated and there are no Swing Loans outstanding.


 


13

















 


(b)                       Notwithstanding
anything to the contrary set forth in any Loan Document, the Borrower shall not
request, and the Lenders shall have no obligation to make, any extensions of
credit under the Loan Agreement, including the making of any Loans or issuance
of any Letter of Credit, after the date hereof; provided
that any Auto-Extension Letter of Credit (as defined in Section 2.5(d) of
the Loan Agreement) previously issued and outstanding may be extended in
accordance with Section 2.5(d) of the Loan Agreement and the Issuing
Lender agrees that it shall not, during the term of this Supplement and so long
as no Default has occurred and is then continuing, prevent the automatic
extension of any such Auto-Extension Letter of Credit. For the avoidance of
doubt, no amount repaid or prepaid under the Loan Agreement may be reborrowed.


 


SECTION 4.  Extension of Maturity Date.  The parties hereto agree that the definition
of “Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Maturity
Date”:  the earlier of (a) December 31,
2010 and (b) the date on which the Notes shall become due and payable,
whether by acceleration or otherwise.


 


SECTION 5.  Applicable Margin; Default
Rate.  (a) On the
Maturity Date, the Borrower shall pay all interest on the Loans and Letter of
Credit Commission Fees that accrued during the period from December 16,
2007 to and including February 14, 2008 at an Applicable Margin equal to
1.75% per annum less the Applicable Margin in effect immediately prior to the
increase thereof effected pursuant to the February Extension Agreement
(such amount, referred to as the “Accrued Interest”).  The amount of the Accrued Interest did not
accrue interest from and after February 14, 2008 through the Supplement
Effective Date and shall not accrue interest after the Supplement Effective
Date.


 


(b)                       From
and after the Supplement Effective Date, interest on the Loans and Letter of
Credit Commission Fees shall be payable as follows:


 


(i)                           interest
on the Loans and Letter of Credit Commission Fees computed applying an
Applicable Margin of 1.75% per annum shall accrue and be paid monthly in
arrears in cash on the first Business Day after the end of each month and on
the Maturity Date; and


 


(ii)                        as
contemplated by Section 1 of the February Extension Agreement and by Section 1(b) of
the May 7 Letter Agreement, interest on the Loans and Letter of Credit
Commission Fees computed applying an Applicable Margin of 5.50% per annum for
the period that commenced on the Letter Agreement Effective Date (as defined in
the May 7 Letter Agreement) and through and including the Maturity Date
shall accrue on a daily basis (whether or not an Event of Default is
continuing) but shall not 


 


14

















 


be payable on a current basis and shall not compound but, together with
the Supplement Effective Date Accrued Springing Interest Amount, shall become
due and payable immediately upon the occurrence of an Event of Default. For the
avoidance of doubt, the interest and fees accruing pursuant to this clause (ii) and
the Supplement Effective Date Accrued Springing Interest Amount shall only
become due and payable by Borrower upon the occurrence of an Event of Default
(and, upon the repayment of the Loan (other than such amounts) in full, other
than following the occurrence of an Event of Default, such amounts shall be
deemed satisfied).


 


(c)                        The
parties hereto agree that Section 2.9(b) of the Loan Agreement is
hereby amended as follows: (i) the phrase “plus the Applicable Margin plus
2%” in clause (i) thereof is replaced with the phrase “plus 11.25%” and (ii) the
phrase “plus 2%” in clause (ii) thereof is replaced with “plus 11.25%”.


 


(d)                       The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan,
together with all interest and other amounts due in connection therewith,
including, without limitation, the Accrued Interest, on the Maturity Date. The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the Supplement Effective Date Accrued Springing
Interest Amount and all interest and fees that have accrued pursuant to Section 5(b)(ii) immediately
upon the occurrence of an Event of Default.


 


SECTION 6.  Prepayment of the Loans; Permanent Reduction
of Commitments. 
Notwithstanding any provision of the Loan Agreement to the contrary, the
parties hereby acknowledge and agree as follows:


 


(a)                        The
parties hereto hereby agree that each repayment or prepayment of the Loans (or
termination or cancellation of any Letter of Credit) shall result in an
automatic simultaneous permanent reduction in the Commitments by an amount
equal to the principal amount of the Loans so repaid or prepaid (or face amount
of the Letter of Credit so terminated or cancelled).


 


(b)                       Without
limiting the restrictions on Transfers set forth in any other provision of this
Supplement or the Loan Agreement, upon any Transfer by a Super Subsidiary of
all or any portion of a Property (Super) (but, with respect to the Preston
Ridge Property and/or any of the Properties (New Money Facility), subject to Section 6(g)):


 


(i)                           First: Net Sale
Proceeds from the Transfer of such Property (Super) in an aggregate amount not
to exceed $91,846,425 shall be subject to a Required Distribution/Contribution
to the applicable Super Entities 


 


15

















 


and thereafter applied by such Super Entities to Budgeted Expenditures
(and for no other purpose); provided, however,
that this clause shall be disregarded with respect to any Transfer of a
Property (Combined Pool); and


 


(ii)                        Second:


 


(A)                              immediately following the
Transfer of any Property (Combined Pool) or any other Property (Super) that is
owned by the Borrower or any Subsidiary of the Borrower, an amount equal to
100% of the Net Sale Proceeds from such Transfer shall be subject to a Required
Distribution/Contribution (1) first, to Super to repay Note (e Note) (as
defined in the Super Loan Agreement), until such Note (e Note) and all amounts
due in connection therewith shall be paid in full, (2) second, to the
Borrower (which payment, in the case of any Transfer of any such Property by a
Subsidiary Guarantor, shall be a payment pursuant to such Subsidiary
Guarantor’s Guaranty) and used by it to (x) first, repay the outstanding
principal balance of the Loans, until such outstanding principal balance of the
Loans and all amounts due in connection therewith shall be paid in full and (y) second,
cash collateralize any outstanding Letters of Credit (up to an aggregate amount
equal to 105% of the aggregate undrawn face amount of all such Letters of
Credit) pursuant to documentation reasonably acceptable to the Borrower and the
Issuing Lender and (3) third, to Super for application in accordance with
the Super Loan Agreement (the order of application of Net Sale Proceeds set
forth in clauses (1) through (3), the “Specified
Order”); and


 


(B)                                immediately following
the Transfer of any Property (Super) that is owned by Residual or a Subsidiary
of Residual (other than any Property (Combined Pool) that is owned by Residual
or a Subsidiary of Residual), (1) an amount equal to 49% of the Net Sale
Proceeds from such Transfer shall be subject to a Required
Distribution/Contribution to Super or the Borrower, as applicable, to be
applied in accordance with the Specified Order and (2) an amount equal to
51% of the Net Sale Proceeds from such Transfer shall be subject to a Required
Distribution/Contribution to Super for application in accordance with the Super
Loan Agreement.


 


(c)                        Upon
receipt by a Super Subsidiary of Net Proceeds in connection with a Casualty or
Condemnation of a Property (Super) owned by it (but, with respect to the
Preston Ridge Property and/or any of the Properties (New Money Facility),
subject to Section 6(g)), if such Net Proceeds are not applied to 


 


16

















 


Restoration pursuant to the provisions of Section 8(d) or
Section 8(e) of this Supplement, as applicable, the same shall be
subject to a Required Distribution/Contribution and application in accordance
with (and in the priority set forth in) Section 6(b) as if the same
were Net Sale Proceeds.


 


(d)                       Upon the
consummation of any refinancing of any loan of any Super Entity secured by one
or more Encumbered Properties (Existing Third Party), the net proceeds (after
satisfaction of the Indebtedness so refinanced and payment of reasonable and
customary closing costs and expenses in connection with such refinancing) from
such refinancing shall be subject to a Required Distribution/Contribution and
application in accordance with (and in the priority set forth in) Section 6(b) as
if the same were Net Sale Proceeds received by such Super Entity.


 


(e)                        Notwithstanding
the foregoing or any provision of this Supplement to the contrary, the portion
of any proceeds with respect to a Transfer of a Joint Venture Property, a
casualty or condemnation affecting a Joint Venture Property or a refinancing of
a loan secured by a Joint Venture Property that are actually received by a
Super Entity in respect of its Equity Interests in the applicable Joint Venture
Entity shall be subject to a Required Distribution/Contribution and application
in accordance with Section 6(b), Section 6(c) or Section 6(d),
as applicable.


 


(f)                          For
purposes of this Section 6, any Transfer of an Equity Interest in a Super
Subsidiary owning any direct or indirect interest in a Property (Super) shall
be deemed to be a Transfer of such Property (Super) to the extent of the Equity
Interest so Transferred.


 


(g)                       Until
repayment of the Preston Ridge Facility in full, all Net Sale Proceeds and Net
Proceeds received by the Preston Ridge Borrower shall be applied in accordance
with the Preston Ridge Loan Agreement, and after such repayment in full, such
Net Sale Proceeds and Net Proceeds shall be subject to a Required
Distribution/Contribution to Super and the Borrower, as applicable, to be
applied in accordance with the Specified Order (in the case of Net Proceeds, as
if such Net Proceeds were Net Sale Proceeds). All Net Sale Proceeds and Net
Proceeds received by a Property Owner (New Money Facility) shall be applied in
accordance with Section 2.05(i) of the Super Loan Agreement.


 


(h)                       The parties
hereto agree that all Required Distribution/Contribution provisions hereof
(including those set forth in Section 8(d) and Section 8(e)) are
agreed to by Super in connection with the restructuring of the debt of all of
the Super Entities occurring on Supplement Effective Date, and that Super has
received substantial benefits from such restructuring.


 


17














 


(i)        In the event of any inconsistency between the
provisions of this Section 6 and the provisions of any other Loan Document, the
provisions of this Section 6 shall govern and control.


 


SECTION 7. Representations. In order to induce the Administrative Agent
and the Lenders to enter into this Supplement, each of Super and the Borrower
makes the following representations and warranties to the Administrative Agent
and each Lender:


 


(a)       Authorization; Enforceability. (i) The
Transactions to be entered into by each Loan Party are within its corporate,
limited partnership, limited liability company or trust powers (as applicable)
and have been duly authorized by all necessary action by each such Loan Party
and, if required, action by holders of its Equity Interests. Each Loan Document
to which a Loan Party  is a party has
been duly executed and delivered by such Loan Party  and
constitutes a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law. The execution, delivery
and performance of this Supplement and each other Loan Document by the Borrower
and the other Loan Parties party thereto do not and will not conflict with or
result in a violation of any of the organizational documents of the Borrower or
such Loan Party, as applicable.


 


(ii)   The Loan Documents are not
subject to any right of rescission, set-off, counterclaim or defense by any
Loan Party or any Subsidiary of the Borrower, including the defense of usury,
nor would the operation of any of the terms of the Loan Documents, or the exercise
of any right thereunder, render the Loan Documents unenforceable (subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law),
and no Loan Party or Subsidiary of the Borrower has asserted any right of
rescission, set-off, counterclaim or defense with respect thereto.


 


(iii)  No Loan Party or any
Subsidiary of the Borrower has any grounds for disputing (whether in any
judicial, administrative or other proceeding or otherwise) the validity or
enforceability of any Loan Document or any of the Loans or other obligations
thereunder or the validity, priority or enforceability of Lenders’ security
interest in or lien on any item of collateral purported to be granted
thereunder.


 


(b)      Governmental Approvals. The
Transactions do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect. The Transactions do not
require any consent or approval of, registration or filing with, or any other
action by, any Person except such as have been obtained or made and are in


 


18

















 


full force and effect. The Transactions do not violate any applicable
law or regulation or the constituent instruments of any Loan Party or any
Subsidiary of the Borrower, or any order of any Governmental Authority. The
Transactions do not violate or result in a default under any indenture,
agreement or other instrument binding upon any Loan Party or any Subsidiary of
the Borrower, or any assets of any Loan Party or any Subsidiary of the Borrower,
or give rise to a right thereunder to require any payment to be made by any
Loan Party or any Subsidiary of the Borrower. The Transactions do not and will
not result in the creation or imposition of any Lien on any asset of any Loan
Party or any Subsidiary of the Borrower (other than pursuant to the Loan
Documents).


 


(c)       Properties. (i) The Unencumbered
Properties, as of the Supplement Effective Date, are free and clear of, and are
not the subject of, mortgage liens (and/or liens of similar or related
instruments such as deeds of trust and assignments of rents or income) and
there are no negative pledges contained in any agreement entered into by any
Loan Party or any Subsidiary of the Borrower restricting the right of such
Super Subsidiary to grant a lien on any Unencumbered Property owned by it
except pursuant to the Loan Documents and other than financial ratios required
to be maintained by Super pursuant to the Super Loan Agreement and the Senior
Notes. There are no pledges of direct or indirect Equity Interests in any of
the Unencumbered Properties, as of the Supplement Effective Date, other than
pursuant to the Super Loan Documents.


 


(ii)   Each Property Owner (BofA
Revolver) has good title to, or valid leasehold interests in, all of its real
and personal property material to its business, subject to Permitted
Encumbrances (and, in the case of the Preston Ridge Property, subject to the
first mortgage lien of the lenders under the Preston Ridge Loan Agreement).
Property Owner (AEW) has good title to, or valid leasehold interests in, all of
its real and personal property material to its business, subject to Permitted
Encumbrances.


 


(iii)  The Permitted Encumbrances
encumbering any Property (BofA Revolver), in the aggregate, do not materially
and adversely affect the value, operation or use of the applicable Property
(BofA Revolver). The Permitted Encumbrances encumbering the Property (AEW), in
the aggregate, do not materially and adversely affect the value, operation or
use of such Property (AEW).


 


(iv)  The Farrar Place Mortgage,
the Surrey Square Mortgage and the Mortgage (AEW), when properly recorded in
the appropriate records, together with any Uniform Commercial Code financing
statements required to be filed in connection therewith, will create (A)  a


 


19

















 


valid,
perfected first priority lien on the Farrar Place Property, the Surrey Square
Property and the Property (AEW), as applicable, subject only to Permitted
Encumbrances, and (B) perfected security interests in and to, and
perfected collateral assignments of, all personalty (including the Leases with
respect to the Farrar Place Property, the Surrey Square Property and the
Property (AEW), as applicable), all in accordance with the terms thereof, in
each case subject only to any applicable Permitted Encumbrances.


 


(v)   Each Mortgage (Initial
Combined Pool), together with any Uniform Commercial Code financing statements
filed in connection therewith, created (A) a valid, perfected first priority
lien on the applicable Property (Initial Combined Pool), subject only to
Permitted Encumbrances, and (B) perfected security interests in and to, and
perfected collateral assignments of, all personalty (including the Leases with
respect to the Properties (Initial Combined Pool)), all in accordance with the
terms thereof, in each case subject only to any applicable Permitted
Encumbrances.


 


(vi)  The Mortgage (Preston
Ridge), together with any Uniform Commercial Code financing statements filed in
connection therewith, created (A) a valid, perfected second priority lien on
the Preston Ridge Property, subject only to Permitted Encumbrances, and (B)
perfected security interests in and to, and perfected collateral assignments
of, all personalty (including the Leases with respect to the Preston Ridge
Property), all in accordance with the terms thereof, in each case subject only
to any applicable Permitted Encumbrances.


 


(d)      Disclosure. There is no material fact
presently known to Super or the Borrower which has not been disclosed to the
Administrative Agent which materially and adversely affects, nor as far as
Super or the Borrower can foresee, might materially and adversely affect, the
Properties (BofA Revolver), the Property (AEW) or the business, operations or
condition (financial or otherwise) of the Property Owners (BofA Revolver) or
the Property Owner (AEW).


 


(e)       Solvency. On the Supplement Effective
Date, after giving effect to the Transactions, (a) each Loan Party and
each Subsidiary of the Borrower will be Solvent and (b) there shall not
exist any Default. After giving effect to the Transactions, no Bankruptcy
Action is currently contemplated to be filed by any Super Entity or against any
Super Entity by any Affiliate of any Super Entity, and to the Actual Knowledge
of Super and the Borrower, no other Person is currently contemplating the
filing of any Bankruptcy Action against any Super Entity.


 


(f)       Leases. The Properties (BofA
Revolver) are not subject to any Leases other than the Leases described in the
rent rolls previously delivered to the


 


20

















 


Administrative Agent and any Leases entered into following the date of
such rent rolls. To the Actual Knowledge of the Borrower, except as otherwise
disclosed on the aforesaid rent rolls and except for discrepancies which,
either individually or in the aggregate, would not have a Material Adverse
Effect, such rent rolls are true, correct and complete as of  the Supplement Effective Date. A Property Owner (BofA
Revolver) is the owner and lessor of landlord’s interest in each Lease of a
Property (BofA Revolver). No Person has any possessory interest in any Property
(BofA Revolver) or right to occupy the same except under and pursuant to the
provisions of the Leases and any subleases permitted thereunder or pursuant to
any easement or other similar document constituting a Permitted Encumbrance. Each
Lease that relates to in excess of 20,000 square feet of net rentable area (a “Material Lease”) of a Property
(BofA Revolver) is in full force and effect and, to the Actual Knowledge of the
Borrower, there are no material defaults under any Material Lease of a Property
(BofA Revolver) by either party thereto and there are no conditions that, with
the passage of time or the giving of notice, or both, would constitute material
defaults under any Material Lease of a Property (BofA Revolver), except to the
extent the same have not resulted, or would not be reasonably expected to
result, individually or in the aggregate, in a Material Adverse Effect. No
Property Owner (BofA Revolver) has, directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, assigned, transferred,
encumbered, hypothecated, pledged or granted a security interest in any of the
Leases of a Property (BofA Revolver) or its interest therein except, in the
case of any Encumbered Property, pursuant to the loan documents evidencing the
loan secured by such Encumbered Property, as disclosed on Schedule 1.2.


 


(g)      Filing and Recording Taxes. All transfer
taxes, deed stamps, intangible taxes or other amounts in the nature of transfer
taxes and all recording, stamp, intangible or other similar taxes required to
be paid by any Person under applicable law currently in effect in connection
with the Transactions (including, without limitation, in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement of any Mortgage and the other Loan Documents), have been paid or
payment of the same is currently in process.


 


(h)      Approved Budget. To Super’s and the
Borrower’s Actual Knowledge, (i) the Approved Budget is reasonable and
attainable and is based on the good faith estimates and assumptions of the
Super Entities; and (ii) there are no statements or conclusions in the Approved
Budget which are based upon or include information known to Super or the
Borrower to be misleading in any material respect or which fail to take into
account material information regarding the matters reported therein.


 


(i)        Increased Fees and Increased Rates. No interest
rate margin (for purposes of this Section 7(i), taking into account in addition
to such margin, the inclusion of a floor, payment of upfront or similar fees,
original issue discount or other provisions that have the effect of increasing
the margin) provided for in the


 


21

















 


Applicable Credit Agreements is in excess of the margin provided for in
the corresponding Other Bank/Noteholder Group Facility Documents (as defined in
the February Extension Agreement). No fees payable to the lenders under any of
the Applicable Credit Agreements are in excess of the fees payable to the
lenders under the corresponding Other Bank/Noteholder Group Facility Documents.
Notwithstanding anything in this Agreement and the other Loan Documents to the
contrary, the sole and excusive remedy for a breach of a representation
contained in this Section 7(i) shall be that, in the case of the first sentence
hereof, the interest rate of the Loan shall be increased on the Supplement Effective
Date to take into account the highest margin provided for in the Applicable
Credit Agreements and, in the case of the second sentence hereof, the Lenders
shall receive on the Supplement Effective Date an amount equal to the highest
aggregate fees payable to the lenders under the Applicable Credit Agreements.


 


(j)        Super Loan Agreement. Each
representation and warranty of the applicable Super Entities contained in
Sections 3.01, 3.04, 3.08, 3.12, 3.19, 3.20 and 3.21 of the Super Loan
Agreement is true and correct on the Supplement Effective Date immediately
after giving effect to the consummation of the transactions contemplated
hereby, and all such representations and warranties are hereby incorporated by
reference and reaffirmed as if set forth fully and in their entirety, with the
same effect as though such representations and warranties have been made on and
as of the Supplement Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and correct
as of such specific date).


 


SECTION 8. Additional Affirmative Covenants. The Borrower agrees
that, so long as any Loan remains outstanding and unpaid or there exists any
Letter of Credit Exposure, or any other amount is owing under any Loan Document
to any Lender or the Administrative Agent:


 


(a)       Additional Information. In addition to
and without limiting any reporting requirements set forth in any Loan Document,
the Borrower shall furnish or cause to be furnished to the Administrative Agent
and the Lenders, on an ongoing basis:


 


(i)    within 28 days after the
end of each month, (A) with respect to the immediately preceding month, (1) a
statement of actual disbursements versus Budgeted Expenditures of the Super
Entities, on a consolidated basis, (2) operating statements for all of the
Properties (Combined Pool) and (3) a written summary of the asset sales efforts
of the Super Entities and (B) to the extent that there have been material
changes to the organizational charts for the Super Entities since the last
distribution thereof, updated versions of such charts, together with charts
listing the Super Entity that owns each Property (all in reasonable detail,
including, but not limited to, explanatory annotations describing, among


 


22

















 


other
things, any material changes to such organizational charts or ownership charts
to the immediately preceding versions); provided that
such updated organizational charts and property charts shall be distributed by
Borrower no less frequently than once in each fiscal quarter of Borrower;


 


(ii)   within 60 days after the
end of each fiscal quarter of Borrower, a supplemental reporting package
reasonably acceptable to the Administrative Agent with categories of content
consistent to those categories formerly disclosed by the Borrower on a
quarterly basis (e.g., lease rollover data, debt maturity data and
property-by-property data), including, without limitation, reports on asset
sales, refinancings and status reports with respect to other stabilization plan
data; and


 


(iii)  at the time of delivery of
any audited financial statements of the Borrower, copies of any auditors’
letters to management and management’s representation letter addressed to the
auditors in connection with the preparation of such audited financial
statements.


 


(b)      Notices of Default; Access. (i) In addition
to and without limiting any reporting requirements set forth in any Loan
Document, the Borrower shall furnish to the Administrative Agent and each
Lender prompt written notice of the following:


 


(A)               the receipt by
any Centro Party, any Super Entity or any Centro Entity of any written notice
of default received by any such Person from any lender under any loan agreement
or other financing agreement to which any such Person is a party, in each case
within three Business Days after actual receipt of such written notice; and


 


(B)               the filing or
commencement of any action, suit or proceeding by or before any arbitrator or
Governmental Authority (i) against or affecting any Super Entity, any
Mortgage or any Property that, if adversely determined, could reasonably be
expected to result in a Material Adverse Effect, (ii) against or affecting
any Centro Party or any Centro Entity that, if adversely determined, could reasonably
be expected to result in a material adverse effect on the business,
assets, operations, prospects or condition, financial or otherwise, of the
Centro Parties and the Centro Entities, taken as whole, (iii) relating to any
Loan Document or (iv) relating to, or in connection with, any Existing
Indebtedness.


 


23

















 


Each such notice shall be accompanied by a statement of a financial
officer of Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.


 


(ii)   The Borrower shall, and
shall cause each Loan Party and Subsidiary of the Borrower to, (i) permit the
Administrative Agent, the Lenders and its (or their) professionals (including,
without limitation, its lawyers, accountants and appraisers), upon reasonable
prior notice, to visit and inspect its properties and examine and make extracts
from its books and records and (ii) as promptly as practical following any
request of the Administrative Agent, but no more frequently than once in each
month, schedule meetings and conference calls involving the Administrative
Agent, the Lenders, the Borrower and its (or their) professionals and
management personnel and any financial advisors or restructuring consultants
retained by or on behalf of the Borrower.


 


(c)       Awards. The Borrower shall, and
shall cause each Loan Party and each Subsidiary of the Borrower to, cooperate
with the Administrative Agent in obtaining for the Administrative Agent
(subject to the applicable provisions of any loan documents evidencing loans
secured by Encumbered Properties), the benefits of any Awards or Net Proceeds
lawfully or equitably payable in connection with any Property owned by such
Person and to which the Administrative Agent is entitled pursuant to the terms
of this Agreement, and Administrative Agent shall be reimbursed for any
reasonable expenses incurred by it in connection therewith (including
reasonable attorneys’ fees and disbursements) out of such Award or Net
Proceeds.


 


(d)      Casualty; Restoration. (i) If a
Property (BofA Revolver) shall be subject to a Casualty, the Borrower shall
give, or shall cause the applicable Property Owner (BofA Revolver) to give,
prompt notice of such Casualty to the Administrative Agent. The Borrower shall,
or shall cause the applicable Property Owner (BofA Revolver), at its expense,
to diligently prosecute any insurance claims or adjustments relating to any
Casualty affecting a Property (BofA Revolver) owned by it. Notwithstanding any
Casualty affecting any Property (BofA Revolver), the Borrower shall continue to
pay the Loans, interest thereon, and all other amounts owing under the Loan
Documents at the time and in the manner provided for its payment in the Loan
Agreement and the other Loan Documents.


 


(ii)   With respect to any
Unencumbered Property that is owned by Residual or a Subsidiary of Residual,
any Net Proceeds in respect of a Casualty affecting such Unencumbered Property
shall be promptly paid over to the Super Administrative Agent for application
and disbursement by the Super Administrative Agent in accordance with Section 6
of this


 


24

















 


Supplement
and this Section 8(d) as if the same were Net Sale Proceeds. With respect to
any Unencumbered Property that is owned by the Borrower or a Subsidiary of the
Borrower, any Net Proceeds in respect of a Casualty affecting such Unencumbered
Property shall be promptly paid over to the Administrative Agent for
application and disbursement by the Administrative Agent in accordance with
Section 6 of this Supplement and this Section 8(d) as if the same were Net Sale
Proceeds.


 


(iii)  Any Net Proceeds in respect
of a Casualty affecting a Property (Combined Pool) shall be promptly paid over
to the Administrative Agent for application and disbursement by the
Administrative Agent in accordance with Section 6 of this Supplement and this
Section 8(d) as if the same were Net Sale Proceeds.


 


(iv)  With respect to a Property
that is a Property (New Money Facility), the Preston Ridge Property or an
Encumbered Property (Existing Third Party), any Net Proceeds in respect of a
Casualty affecting the same shall be applied (and any Restoration of the same
shall be effected) as provided in the loan documents evidencing the loan
secured by a first priority lien on such Property (New Money Facility), Preston
Ridge Property or Encumbered Property (Existing Third Party). Any excess Net
Proceeds (after repayment, in each case, of the Indebtedness secured by a first
priority lien on such Property (New Money Facility), Preston Ridge Property or
Encumbered Property (Existing Third Party), as applicable, in accordance with
the applicable provisions of the loan documents with respect thereto) shall be
promptly paid over to the Super Administrative Agent and/or the Administrative
Agent, as applicable, for application and disbursement in accordance with
Section 6 of this Supplement and this Section 8(d) as if the same were Net Sale
Proceeds.


 


(v)   Notwithstanding anything in
this Section 8(d) or elsewhere in this Supplement or any other Loan Document to
the contrary, if the Net Proceeds in respect of a Casualty affecting any
Unencumbered Property or any Property (Combined Pool) shall be less than 50% of
the fair market value of such Unencumbered Property or Property (Combined
Pool), as indicated in the appraisal of the same that is in the possession of
the Administrative Agent, and provided no Default or Event of Default shall
have occurred and be continuing, the Super Subsidiary that owns such Property
may, at its election, proceed with a Restoration thereof. In the event that the
applicable Super Subsidiary elects to proceed with a Restoration in accordance
with the foregoing, it shall (A) promptly commence and diligently prosecute the
completion of the Restoration of the applicable Property as nearly as possible
to the condition such Property was in immediately prior to such Casualty, with
such alterations as may be reasonably approved by the Administrative Agent (and
in


 


25

















 


accordance
with reasonable and customary requirements that may be imposed by the
Administrative Agent) and (B)  pay all costs of such Restoration whether
or not such costs are covered by insurance. Any Net Proceeds remaining
following the completion of a Restoration of any Unencumbered Property or any
Property (Combined Pool) in accordance with this Section 8(d) shall be applied
in accordance with the provisions of Section 6 as if the same were Net Sale Proceeds.
In the event that a particular Super Subsidiary does not elect to proceed with
a Restoration of an Unencumbered Property or a Property (Combined Pool) in
accordance with the foregoing, the Net Proceeds shall be applied in accordance
with the provisions of Section 6 as if the same were Net Sale Proceeds.


 


(vi)  If the Net Proceeds in
respect of a Casualty affecting any Unencumbered Property owned by the Borrower
or any Subsidiary of the Borrower shall be equal to or greater than 50% of the
fair market value of the same, as indicated in the appraisal of the same that
is in the possession of the Administrative Agent, the applicable Super
Subsidiary shall not proceed with a Restoration of the affected Unencumbered
Property without the prior consent of the Required Lenders (which may be
granted or withheld in their sole discretion). In the event that the Required
Lenders consent to a Restoration of such an Unencumbered Property under the
foregoing circumstances, the provisions of Section 8(d)(v) shall be applicable
as if the applicable Super Subsidiary had been permitted to, and had elected
to, proceed with a Restoration. In the event that the Required Lenders have the
right to consent to a Restoration of an Unencumbered Property in accordance
with the foregoing and do not grant such consent, the provisions of Section
8(d)(v) shall be applicable as if the applicable Super Subsidiary had elected
not to proceed with a Restoration.


 


(vii) If the Net Proceeds in
respect of a Casualty affecting any Property (Combined Pool) shall be equal to
or greater than 50% of the fair market value of the same, as indicated in the
appraisal of the same that is in the possession of the Administrative Agent,
the applicable Property Owner (Combined Pool) shall not proceed with a Restoration
of the affected Property (Combined Pool) without the prior consent of the
Required Lenders (which may be granted or withheld in their sole discretion). In
the event that the Required Lenders consent to a Restoration of a Property
(Combined Pool) under the foregoing circumstances, the provisions of Section
8(d)(v) shall be applicable as if the applicable Property Owner (Combined Pool)
had been permitted to, and had elected to, proceed with a Restoration. In the
event that the Required Lenders have the right to consent to a Restoration of a
Property (Combined Pool) in accordance with the foregoing and do not grant such
consent, the provisions of Section 8(d)(v) shall be applicable as if the


 


26

















 


applicable
Property Owner (Combined Pool) had elected not to proceed with a Restoration.


 


(viii)        In
the event of any inconsistency between the provisions of this Section 8(d) and
the provisions of any other Loan Document, the provisions of this Section 8(d)
shall govern and control.


 


(e)       Condemnation; Restoration. (i) The
Borrower shall, or shall cause the applicable Property Owner (BofA Revolver)
to, promptly give the Administrative Agent notice of the actual or threatened
commencement of any proceeding for the Condemnation of any Property (BofA
Revolver) and shall deliver to the Administrative Agent copies of any and all
papers served in connection with such proceedings. The Borrower shall, or shall
cause the applicable Property Owner (BofA Revolver), at its expense, to,
diligently prosecute any such proceedings affecting a Property (BofA Revolver)
owned by it. Notwithstanding any taking of any Property by any public or
quasi-public authority through Condemnation or otherwise (including, but not
limited to, any transfer made in lieu of or in anticipation of the exercise of
such taking), the Borrower shall continue to pay the Loans, interest thereon,
and all other amounts owing under the Loan Documents at the time and in the
manner provided for its payment in the Loan Agreement and the other Loan
Documents.


 


(ii)   With respect to any
Unencumbered Property that is owned by Residual or a Subsidiary of Residual,
any Net Proceeds in respect of a Condemnation affecting such Unencumbered
Property shall be promptly paid over to the Super Administrative Agent for
application and disbursement by the Super Administrative Agent in accordance
with Section 6 of this Supplement and this Section 8(e) as if the same were Net
Sale Proceeds. With respect to any Unencumbered Property that is owned by the
Borrower or a Subsidiary of the Borrower, any Net Proceeds in respect of a
Condemnation affecting such Unencumbered Property shall be promptly paid over
to the Administrative Agent for application and disbursement by the
Administrative Agent in accordance with Section 6 of this Supplement and this
Section 8(e) as if the same were Net Sale Proceeds.


 


(iii)  Any Net Proceeds in respect
of a Condemnation affecting a Property (Combined Pool) shall be promptly paid
over to the Administrative Agent for application and disbursement by the
Administrative Agent in accordance with Section 6 of this Supplement and this
Section 8(e) as if the same were Net Sale Proceeds.


 


(vi)  With respect to a Property
that is a Property (New Money Facility), the Preston Ridge Property or an
Encumbered Property (Existing Third Party), any Net Proceeds in respect of a
Condemnation affecting the


 


27

















 


same
shall be applied (and any Restoration of the same shall be effected) as
provided in the loan documents evidencing the loan secured by a first priority
lien on such Property (New Money Facility), Preston Ridge Property or
Encumbered Property (Existing Third Party). Any excess Net Proceeds (after
repayment, in each case, of the Indebtedness secured by a first priority lien
on such Property (New Money Facility), Preston Ridge Property or Encumbered
Property (Existing Third Party), as applicable, in accordance with the
applicable provisions of the loan documents with respect thereto) shall be
promptly paid over to the Super Administrative Agent and/or the Administrative
Agent, as applicable, for application and disbursement in accordance with
Section 6 of this Supplement and this Section 8(e) as if the same were Net Sale
Proceeds.


 


(v)   Notwithstanding anything in
this Section 8(e) or elsewhere in this Supplement or any other Loan Document to
the contrary, if the Net Proceeds in respect of a Condemnation affecting any
Unencumbered Property or any Property (Combined Pool) shall be less than 50% of
the fair market value of such Unencumbered Property or Property (Combined
Pool), as indicated in the appraisal of the same that is in the possession of
the Administrative Agent, and provided no Default or Event of Default shall
have occurred and be continuing, the Super Subsidiary that owns such Property
may, at its election, proceed with a Restoration thereof. In the event that the
applicable Super Subsidiary elects to proceed with a Restoration in accordance
with the foregoing, it shall (A) promptly commence and diligently prosecute the
completion of the Restoration of the applicable Property as nearly as possible
to the condition such Property was in immediately prior to such Condemnation,
with such alterations as may be reasonably approved by the Administrative Agent
(and in accordance with reasonable and customary requirements that may be
imposed by the Administrative Agent) and (B)  pay all costs of such
Restoration whether or not such costs are covered by the Award. Any Net
Proceeds remaining following the completion of a Restoration of any
Unencumbered Property or any Property (Combined Pool) in accordance with this
Section 8(e) shall be applied in accordance with the provisions of Section 6 of
this Supplement as if the same were Net Sale Proceeds. In the event that a
particular Super Subsidiary does not elect to proceed with a Restoration of an
Unencumbered Property or a Property (Combined Pool) in accordance with the
foregoing, the Net Proceeds shall be applied in accordance with the provisions
of Section 6 of this Supplement as if the same were Net Sale Proceeds.


 


(vi)  If the Net Proceeds in
respect of a Condemnation affecting any Unencumbered Property owned by the
Borrower or any Subsidiary of the Borrower shall be equal to or greater than
50% of the fair market value of the same, as indicated in the appraisal of the
same that is in the


 


28

















 


possession
of the Administrative Agent, the applicable Super Subsidiary shall not proceed
with a Restoration of the affected Unencumbered Property without the prior
consent of the Required Lenders (which may be granted or withheld in their sole
discretion). In the event that the Required Lenders consent to a Restoration of
such an Unencumbered Property under the foregoing circumstances, the provisions
of Section 8(e)(v) shall be applicable as if the applicable Super Subsidiary
had been permitted to, and had elected to, proceed with a Restoration. In the
event that the Required Lenders have the right to consent to a Restoration of
an Unencumbered Property in accordance with the foregoing and do not grant such
consent, the provisions of Section 8(e)(v) shall be applicable as if the
applicable Super Subsidiary had elected not to proceed with a Restoration.


 


(vii) If the Net Proceeds in
respect of a Condemnation affecting any Property (Combined Pool) shall be equal
to or greater than 50% of the fair market value of the same, as indicated in
the appraisal of the same that is in the possession of the Administrative
Agent, the applicable Property Owner (Combined Pool) shall not proceed with a
Restoration of the affected Property (Combined Pool) without the prior consent
of the Required Lenders (which may be granted or withheld in their sole
discretion). In the event that the Required Lenders consent to a Restoration of
a Property (Combined Pool) under the foregoing circumstances, the provisions of
Section 8(e)(v) shall be applicable as if the applicable Property Owner
(Combined Pool) had been permitted to, and had elected to, proceed with a
Restoration. In the event that the Required Lenders have the right to consent
to a Restoration of a Property (Combined Pool) in accordance with the foregoing
and do not grant such consent, the provisions of Section 8(e)(v) shall be
applicable as if the applicable Property Owner (Combined Pool) had elected not
to proceed with a Restoration.


 


(viii)   In the event of any inconsistency between the
provisions of this Section 8(e) and the provisions of any other Loan Document,
the provisions of this Section 8(e) shall govern and control.


 


(f)       Further Assurances. The Borrower shall, and
shall cause each Subsidiary and each Subsidiary Guarantor to, at Borrower’s
sole cost and expense or at the expense of such Subsidiary or Subsidiary Guarantor:


 


(i)    furnish or otherwise make
available to the Administrative Agent and the Lenders, (A) to the extent the
same currently exist, all boundary surveys, footing or foundation surveys,
plans and specifications, appraisals and title and other insurance reports and
agreements with respect to the Properties which are reasonably requested by the
Administrative Agent or any Lender and (B) each and every other


 


29

















 


document,
certificate, agreement and instrument required to be furnished by the Borrower
pursuant to the terms of the Loan Documents or which are reasonably requested
by the Administrative Agent or any Lender in connection therewith;


 


(ii)   execute and deliver to the
Administrative Agent or any Lender such documents, instruments, certificates,
assignments and other writings, and do such other acts necessary or desirable,
to evidence, preserve and/or protect the Mortgages and any other collateral at
any time securing or intended to secure the obligations of Borrower or any
other Loan Party under the Loan Documents, as the Administrative Agent or any
Lender may reasonably require; and


 


(iii)  do and execute all and such
further lawful and reasonable acts, conveyances and assurances for the better
and more effective carrying out of the intents and purposes of this Supplement
and the other Loan Documents, as the Administrative Agent or any Lender shall
reasonably require from time to time.


 


(g)      Title to Properties. The Borrower
shall, and shall cause each Subsidiary Guarantor to, warrant and defend the
title to each Property (BofA Revolver) owned by it and every part thereof, in
each case against the claims of all Persons whomsoever, subject only to Liens
permitted hereunder (including Permitted Encumbrances). Borrower shall
reimburse the Administrative Agent and the Lenders for any losses, costs,
damages or expenses (including reasonable attorneys’ fees and court costs)
incurred by the Administrative Agent or any Lender if an interest in the
collateral, other than as permitted hereunder, is claimed by another Person.


 


(h)      Mortgage Recording Taxes. If at any
time the Administrative Agent reasonably determines that, based on applicable
law, the Administrative Agent or the Lenders are not being afforded the maximum
amount of security available from any Mortgage as a result of applicable
recording, stamp and similar taxes not having been paid with respect to such
Mortgage, the Borrower or the applicable Loan Party shall pay any additional
taxes promptly following the demand of the Administrative Agent. For the
avoidance of doubt, to the extent that the amount secured by any Mortgage is
capped in any such Mortgage, neither the Borrower nor any other Loan Party
shall be required to pay recording, stamp and similar taxes with respect to any
amount in excess of the capped amount in respect of the applicable Property.


 


SECTION 9. Additional Negative Covenants. The Borrower agrees that,
so long as any Loan remains outstanding and unpaid or there exists any Letter
of Credit Exposure, or any other amount is owing under any Loan Document to any
Lender or the Administrative Agent:


 


30














 


(a)       Sales of Assets.
Except for Permitted Threshold Sales, the Borrower shall not, and shall not
permit or suffer any other Super Entity to (or enter into any agreement to),
effect any Transfer of any Property (Super) (or of any of the Equity Interests
of any Super Entity), whether now owned or hereafter acquired, or any income or
profits therefrom, except in connection with the incurrence of Indebtedness in
compliance with the Loan Documents and the Super Loan Agreement or otherwise
with the prior written consent of the Required Super Lenders.


 


(b)      Equity Issuances. Other
than, in the case of Super, pursuant to the Master Distribution Agreement, the  Borrower shall not, and shall not permit
or suffer any other Super Entity to, issue any Equity Interests other than to
Super or another Super Subsidiary except (i) in connection with a Required
Distribution or (ii) with the prior written consent of the Required
Lenders.


 


(c)       Cancellation of Debt.
The Borrower shall not, without the prior written consent of the Required
Lenders, cancel or otherwise forgive or release (or permit or suffer any other
Super Entity to cancel or otherwise forgive or release) any claim or debt owed
to the Borrower or such Super Entity by any Person, other than termination of
Leases and forgiveness of claims and debt in the ordinary course of business of
Borrower (or such other Super Entity).


 


(d)      Restricted Payments.  Except to the extent necessary to permit any
Parent Entity to make Tax Payments (at any time other than after the occurrence
and during the continuance of a Default), the Borrower shall not, and shall not
permit or suffer any Loan Party or any Subsidiary to (i) make any payment
of cash or other property in respect of any Indebtedness or other obligations
of any of them (other than payments required to be made with respect to the
Existing Indebtedness and payments to be made in accordance with, and as
contemplated in, the Approved Budget), (ii) declare or make, or agree to
pay or make, directly or indirectly, any Restricted Payment (including from
proceeds received from a Joint Venture Entity) unless the same is
(A) payable to the Borrower, (B) paid by a Subsidiary ratably to its
equity holders, (C) expressly permitted pursuant to the provisions of this
Supplement (including Section 6), (D) provided for in the Approved
Budget or (E) a mandatory redemption of (or regularly scheduled
distribution on account of) ERP Preferred Interests or (iii) make any
upstream loans to, or pay any management or similar fee to, any Centro Entity,
except in each case with the prior consent of the Required Lenders.


 


(e)       Amendments to Other Bank
Facility Documents.  The
Borrower shall not, and shall not permit or suffer any other Super Entity to,
without the prior written consent of the Required Lenders, enter into any
amendment, restatement, supplement or other modification of any of the Other
Bank Facility Documents to which the Borrower or such Super Entity is a party
if such amendment, restatement, supplement or other modification is adverse to
any of


 


31

















 


the Administrative Agent, the Lenders, the Super Entities, any Property
(BofA Revolver) or any Mortgage.


 


(f)       Principal Place of
Business. The Borrower shall not, and shall not cause or permit or suffer
any Loan Party to, change its name, identity (including its trade name or
names), place of organization or formation, principal place of business or
corporate, partnership or other structure unless the Borrower shall have first
notified the Administrative Agent in writing of such change at least 30 days
prior to the effective date of such change, and shall have first taken all
action required by the Administrative Agent and the Lenders for the purpose of
perfecting or protecting the lien and security interests of the Administrative
Agent pursuant to this Supplement and the other Loan Documents and, in the case
of a change in the structure of any of the Loan Parties, without first
obtaining the prior consent of the Required Lenders.  Upon the Administrative Agent’s request, the
Borrower shall execute and deliver, or cause the applicable Loan Party to
execute and deliver, additional financing statements, security agreements and
other instruments which may be necessary to effectively evidence or perfect the
Administrative Agent’s security interest in the Properties (BofA Revolver)
owned by it in which a security interest can be so evidenced or perfected as a
result of such change of principal place of business or place of organization.  The Borrower’s principal place of business
and chief executive office, and the place where Borrower keeps its books and
records, including recorded data of any kind or nature, regardless of the
medium or recording, including software, writings, plans, specifications and schematics,
has been for the preceding four months, and will continue to be, the address of
Borrower set forth in Section 11.2 of the Loan Agreement (unless the
Borrower notifies Lender in writing at least 30 days prior to the date of such
change).  The Borrower’s organizational
identification number, if any, assigned by the state of incorporation or
organization is as set forth on the signature page hereof.  The Borrower shall promptly notify the
Administrative Agent of any change in its organizational identification number.


 


SECTION 10.  Additional
Events of Default.  The
occurrence of any of the following shall constitute an Event of Default for all
purposes of the Loan Documents (it being agreed and understood that these
Events of Default are in addition to those set forth in any other Loan
Document):


 


(a)       any representation or warranty of any Subsidiary Guarantor (or
of any officer on its behalf) made in any Loan Document to which it is a party
or in any certificate, report, opinion (other than an opinion of counsel) or
other document delivered or to be delivered pursuant thereto, shall prove to
have been incorrect or misleading (whether because of misstatement or omission)
in any material respect when made; or


 


(b)      the failure by the Borrower to observe or perform any covenant
or agreement contained in Section 6, Section 8, Section 9,
Section 11(r) or Section


 


32

















 


12 (or any Super Entity, whether or not a party hereto and whether or
not a Subsidiary of the Borrower, shall take, or fail to take, any action which
causes or would cause a breach of any such covenant or agreement of the
Borrower); provided that
(x) in the case of the covenant contained in Section 8(b)(ii), a
breach thereof shall not constitute an Event of Default if such breach is
remedied within 5 Business Days after the date of occurrence thereof; and
(y) in the case of the covenants contained in Section 8(f) and
Section 8(g), a breach thereof shall not constitute an Event of Default if
such breach is remedied within 45 days after notice thereof from the
Administrative Agent to the Borrower; or


 


(c)       any Bankruptcy Action shall occur with respect to any Loan
Party or any other Super Entity; or


 


(d)      any Centro Party shall fail to observe or perform any Centro
Party Covenant or any other undertaking in Section 21; provided that a
breach thereof shall not constitute an Event of Default if such breach is
capable of being remedied and is remedied within five Business Days after the
date of occurrence thereof; or


 


(e)       there shall occur a default, beyond all applicable notice,
grace and cure periods, under any of the Other Bank Facility Documents or there
shall occur or be entered into, without the prior written consent of the
Required Lenders (as required by Section 9(e)), an amendment, restatement,
supplement or other modification of any Other Bank Facility Document which is
adverse to any of the Administrative Agent, the Lenders, the Super Entities,
any Property (BofA Revolver) or any Mortgage; or


 


(f)       the occurrence of an event of default (after delivery of
written notice, if required, and the expiration of any applicable grace
period), under any existing credit facility or other similar agreement (other
than the Other Bank Facility Documents) on an aggregate basis in excess of
$10,000,000 to which any of the Super Entities is a party (but only if any
obligations thereunder have been accelerated, whether automatically or by
written notice, as applicable, following the occurrence of such event of
default); or


 


(g)      any material contract to which any of the Super Entities is a
party is terminated as a result of a breach thereof and such termination could
reasonably result in the incurrence of liability by the Super Entities on an
aggregate basis in excess of $10,000,000; or


 


(h)      acts of fraud, intentional misrepresentations, criminal or
willful misconduct or gross negligence by any of the Super Entities; or


 


(i)        any Lien purported to be created under any Loan Document
shall cease to be, or shall be asserted by the Borrower or any Subsidiary
Guarantor not


 


33

















 


to be, a valid and perfected Lien on any collateral referred to
therein, with the priority required by the applicable Loan Document, except as
a result of a sale or other disposition of the applicable collateral in a
transaction permitted under the Loan Documents.


 


SECTION 11.  Additional
Agreements.  (a) The
parties hereto hereby agree that each Subsidiary Guarantor (whether or not such
Subsidiary Guarantor is a Subsidiary of the Borrower) shall be deemed to be a
Subsidiary of the Borrower for all purposes of, and shall be subject to the
provisions of (i) Article 7 of the Loan Agreement (other than
Section 7.1), (ii) Sections 8.4, 8.5 and 8.6 of the Loan Agreement and
(iii) Section 9.1(e) and 9.1(j) of the Loan Agreement.


 


(b)      The parties hereto hereby agree that all references in the Loan
Agreement to the Bridge Loan Agreement shall be deemed to be references to the
Super Loan Agreement (as in effect on the Supplement Effective Date).


 


(c)       The parties hereto hereby agree that the following defined
term shall be inserted in Section 1.1 of the Loan Agreement in appropriate
alphabetical order:


 


“Supplement”: the
Supplement to Amended and Restated Revolving Credit Agreement dated as of
January 15, 2009 entered into in connection with this Agreement.


 


(d)      The parties hereto agree that Section 2.7(b)(iii) of
the Loan Agreement is hereby deleted in its entirety and replaced with
“[Intentionally Omitted.]”.


 


(e)       The parties hereto agree that clause (ii) of
Section 3.1(a) of the Loan Agreement is hereby amended and restated
in its entirety to read as follows: “the average daily aggregate principal
amount of Loans outstanding plus the Letter of Credit Exposure during the
quarter for which the Facility Fee is being paid times”.


 


(f)       The parties hereto agree that the last sentence of
Section 4.13 of the Loan Agreement is hereby deleted.


 


(g)      The parties hereto agree that Section 7.1(a)(i) of
the Loan Agreement is hereby amended by deleting the phrase “any “going
concern” or like qualification or exception or” as it appears therein.


 


(h)      There parties hereto agree that clause (b) of
Section 7.11 of the Loan Agreement is hereby deleted in its entirety and
replaced with “[Intentionally Omitted.]”


 


(i)        The parties hereto agree that Section 7.12(a) of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows: “Manage, or


 


34

















 


cause one or more of its Subsidiaries or Centro US Management Joint
Venture 2, LP (or any of its direct or indirect Subsidiaries) at all times to
manage, at least 90% of all Properties of the Borrower and its Subsidiaries.”


 


(j)        The parties hereto hereby agree that the provisions of
Section 8.2 of the Loan Agreement are superseded by the provisions of
Section 9(a) of this Supplement.


 


(k)       The parties hereto agree that Section 8.15(c) of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:


 


Incur or permit any Subsidiary
to incur, notwithstanding compliance with any of the other covenants set forth
herein, any additional Indebtedness for borrowed money (other than intercompany
debt that is subordinated to the obligations hereunder) during the term hereof
except to the extent such Indebtedness is either (i) refinancing
Indebtedness with respect to Indebtedness existing as of the date hereof and
entered into on then-current market terms and conditions or terms and
conditions more favorable to the Borrower or such Subsidiary and with respect
to which any excess proceeds obtained above the amount required to repay such
refinanced Indebtedness are applied in accordance with Section 6 of the
Supplement or (ii) constitutes Non-Recourse Indebtedness and, in any case,
100% of the net proceeds of such Indebtedness (after, in the case of subclause
(i) above, refinancing of the applicable Indebtedness) are applied in
accordance with Section 6 of the Supplement.


 


(l)        The parties hereto hereby agree that any references to any
Event of Default specified in Section 9.1(h) or (i) of the Loan
Agreement in the paragraph immediately following Section 9.1(o) of
the Loan Agreement shall be deemed to also refer to any Event of Default
specified in Section 10(c) of this Supplement.


 


(m)      There parties hereto agree that Section 9.1(k) of the
Loan Agreement is hereby amended by inserting the phrase “or any Subsidiary
Guarantor” after the phrase “or the Borrower”.


 


(n)      The Borrower hereby agrees that, notwithstanding anything to
the contrary set forth in the Loan Agreement or any other Loan Document
(including, without limitation, Section 11.7(b)(i) or
(b)(iii)(A) of the Loan Agreement), no consent of the Borrower or any of
its Affiliates shall be required for or in connection with any assignment by
any Lender of all or any portion of its rights or obligations under the Loan
Agreement.


 


(o)      The Administrative Agent and the Lenders hereby acknowledge the
disclosure contained in clause (i) of the first sentence of
Section 3.03(b) of the Super Loan Agreement (as in effect on the date
hereof) (the “Specified


 


35

















 


Disclosure”). The Administrative Agent and the Lenders hereby: (i) agree
that each applicable representation and warranty contained in any Loan Document
shall be deemed to have been qualified to the extent (and only to the extent)
necessary to reflect the Specified Disclosure (to the extent that the
circumstances specified in the Specified Disclosure exist) and (ii) waive
any Default or Event of Default that may arise solely as a result of the
occurrence of any event specified in the Specified Disclosure (to the extent
that the circumstances specified in the Specified Disclosure exist).


 


(p)      Each of the Lenders hereby agrees that, notwithstanding anything
to the contrary set forth in the Loan Documents (i) no Subsidiary of the
Borrower shall be required to execute and deliver a Guaranty or to become a
Subsidiary Guarantor after the date hereof; provided
that (x) this provision shall not apply to or be in any way effective with
respect to any parties that are, as of the date hereof, Subsidiary Guarantors
or to the Guaranties executed by them; and (y) this provision shall cease
to be effective to the extent that the issuance or execution of any such Guaranties
does not violate the terms and conditions of any of the Borrower’s other
material indebtedness; (ii) each reference to the term “Unencumbered
Assets” in the definitions of “Unencumbered Total Asset Value” and
“Unencumbered Real Property Assets” in the Loan Agreement shall be deemed to
include all of the real property of the Borrower and the Subsidiary Guarantors
which is encumbered by a mortgage, deed of trust and/or deed to secure debt in
favor of the Administrative Agent for the Lenders, and (iii) the principal
amount of the Loans shall be treated as Debt of the Borrower that is not
Secured Debt for purposes of Section 8.16 of the Loan Agreement.


 


(q)      From and after the date hereof, in addition to and without
limiting any obligations of the Borrower under any Loan Document, the Borrower
hereby agrees to pay promptly all reasonable out-of-pocket fees and expenses of
the Administrative Agent and the Lenders incurred in connection with the
matters relating to this Supplement and the other Loan Documents on an ongoing
basis, including, without limitation, in respect of any financial advisor to
the Administrative Agent and the Lenders’ respective legal counsel (which fees
and expenses shall not be and shall not be deemed to be subject to any maximum
amount on account of anything set forth in the Approved Budget, any retainer
agreement or any other document contemplated under this Supplement), in each
case within seven Business Days of presentment of any summary invoice (it being
understood and agreed that the presentment of such summary invoice shall not
constitute a waiver of the attorney-client privilege or any other applicable
privilege) by (A) the financial advisor to the Administrative Agent or
(B) any Lender or its respective legal counsel; provided however that the Borrower shall only be required to
reimburse fees and expenses of one financial advisor providing advice in
respect of this Supplement and the other Loan Documents and all matters
relating hereto and thereto).


 


36

















 


(r)       The Borrower hereby agrees to use its commercially reasonable
efforts to obtain, promptly after the Supplement Effective Date, the approval
of the subdivision of the Real Property (as defined in the Surrey Square
Mortgage) as will allow the Surrey Square Mortgage to be duly recorded in the
appropriate real estate records.  If the
Borrower, despite using its commercially reasonable efforts, has not obtained,
on or prior to the date which is 45 days after the Supplement Effective Date,
such approval, the Borrower, at its sole cost and expense, shall cause Fidelity
National Title Insurance Company (the “Title
Company”) to issue, within five Business Days (the “Outside Delivery Date”), a lender’s title
insurance policy insuring the lien of the Administrative Agent, for the benefit
of the Lenders, in the Real Property, in the amount of $21,000,000, in form
substantially similar to that approved by the Administrative Agent on the
Supplement Effective Date, as evidenced by a “marked-up” title commitment
delivered to the Title Company on the Supplement Effective Date (for the
avoidance of doubt, taking no exception for the lack of an approved legal
description).  If the Borrower fails to
so cause such lender’s title insurance policy to be issued by the Outside
Delivery Date, such failure shall constitute an Event of Default, unless the
Borrower shall, within 20 days following the Outside Delivery Date execute and
deliver to the Administrative Agent one or more mortgages or deeds of trust (and
separate assignments of leases and rents, if requested by the Administrative
Agent) with respect to a replacement real property or properties acceptable to
the Administrative Agent in its sole discretion for which the Borrower has
provided to the Administrative Agent, no later than the Outside Delivery Date,
an appraisal, title report, survey and any other due diligence materials
reasonably requested by Administrative Agent, of quality at least equal to such
materials provided for the Surrey Square Property prior to the Supplement
Effective Date.  If one or more mortgages
or deeds of trust are executed and delivered for such replacement property or
properties in accordance with this Section 11(r), all references in this
Supplement to the “Surrey Square Property” and the “Surrey Square Mortgage”
shall be to such replacement property or properties and mortgages or deeds of
trust, respectively, and the defined term “Assignment of Leases” shall be
deemed to include any assignments of leases and rents entered into in
connection therewith.


 


(s)       The Administrative Agent shall, upon the written request and
at the sole cost and expense (including reasonable attorneys’ fees and
disbursements) of the Borrower, following the payment in full of all principal
and interest due on the Loans and all other amounts due and payable under the
Loan Documents in accordance with the terms and provisions of this Supplement
and the other Loan Documents (including cash collateralization of any
outstanding Letters of Credit (up to an aggregate amount equal to 105% of the
aggregate undrawn face amount of all such Letters of Credit) pursuant to
documentation reasonably acceptable to the Borrower and the Issuing Lender) and
the termination of the Commitments, release the Lien of the Mortgages.


 


37

















 


SECTION 12.  Interest
Rate Cap. (A)  By no later than 5 p.m. (EST) on the day
that is five Business Days following the Supplement Effective Date, the
Borrower shall purchase an interest rate cap from (and enter into an Interest
Rate Cap Agreement with) Bank of America (in such capacity, the “Counterparty”) with a LIBOR strike price
equal to 2.6%. Such interest rate cap shall be for a period equal to the
remaining term of the Loan Agreement (after giving effect to this Supplement)
and shall have a notional amount equal to the outstanding principal amount of
the Loans (on the Supplement Effective Date).


 


(b)      The Borrower shall comply with all of its obligations under the
terms and provisions of the Interest Rate Cap Agreement.


 


(c)       The Interest Rate Cap Agreement shall direct the Counterparty
to deposit directly with the Administrative Agent (into such account as shall
be specified by the Lender) all amounts due to the Borrower under the Interest
Rate Cap Agreement so long as any Loan or Commitment remains outstanding, and
shall be subject to the Collateral Assignment of Interest Rate Cap Agreement.


 


(d)      Subject to terms hereof, provided no Event of Default has
occurred and is continuing, the Borrower shall be entitled to exercise all
rights, powers and privileges of the Borrower under, and to control the
prosecution of all claims with respect to, the Interest Rate Cap Agreement
(subject to the Administrative Agent’s prior approval of any such prosecutions,
which approval shall not be unreasonably withheld or delayed).


 


SECTION 13.  Release of
Centro Party Guaranty; APT Guaranty. 
In consideration for the receipt of the Additional Collateral (as
defined in the Super Loan Agreement), and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Administrative Agent and each Lender hereby agrees and acknowledges that,
effective as of the Supplement Effective Date, each of the Centro Party
Guaranty and the APT Guaranty is, and all obligations of the Centro Parties and
APT (as applicable) thereunder are, terminated, null and void and of no further
force and effect.


 


SECTION 14. 
Representations of Borrower.  The
Borrower represents and warrants that (i) the representations and
warranties of the Borrower and the Subsidiary Guarantors set forth in the Loan
Documents (as supplemented by this Supplement) will be true and correct in all
material respects on and as of the Supplement Effective Date (for purposes
hereof, each reference to a “Subsidiary” in Article 4 of the Loan
Agreement shall be deemed to be a reference to each Subsidiary of the Borrower
and to each other Subsidiary Guarantor) (it being understood that any
representation or warranty made as of a specific date shall be true and correct
in all material respects as of such specific date) and (ii) no Event of
Default or Default will have occurred and be continuing on such date.


 


38

















 


SECTION 15.  
Release.  In consideration
of the time and effort expended and to be expended by each of the Lenders in
connection with the matters described in this Supplement, the grant of the
relief provided for hereunder and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the Loan Parties, each
of the Loan Parties hereby irrevocably and unconditionally releases and forever
discharges each of the Released Parties from any and all Claims that such Loan
Party ever had, now have, or shall or may have, solely to the extent such
Claims arise in connection with or concern any discussions, meetings or
information exchange contemplated under any Extension Agreement, this
Supplement or the other Loan Documents prior to the Supplement Effective Date.  The provisions set forth in this
Section shall survive any termination or expiration of this Supplement and
the Loan Documents. For purposes of this Section, (i) “Released Parties” means the Administrative
Agent, each Lender, each Lender’s Affiliates, and the respective officers,
directors, employees, agents and advisors of the Administrative Agent, each
Lender and each Lender’s Affiliates and (ii) “Claims” means, with respect to any Loan Party, all claims,
actions, causes of action, rights, debts, obligations, damages, liabilities,
losses, liens, fees, costs, expenses, assertions of lost revenues or business
opportunities, controversies, promises and demands, in law or at equity, known
or unknown, ascertained or not ascertained, suspected or unsuspected, that such
Loan Party ever had, now has or may have.


 


SECTION 16. 
Indemnification.  This
Supplement and the transactions contemplated hereunder shall constitute part of
the Loan Agreement for purposes of indemnification and the indemnification
provisions provided therein shall extend to this Supplement and the
transactions contemplated hereunder. The provisions of this Section shall
not limit the indemnification rights of any party under the Loan Agreement.


 


SECTION 17. 
Reaffirmation.  (a) Each
Subsidiary Guarantor hereby unconditionally reaffirms and ratifies its
continuing guaranty obligations to the Lenders under the applicable Guaranty
and agrees that the transactions contemplated by this Supplement shall not in
any way affect the validity and enforceability of such guaranty obligations,
such Guaranty or the other Loan Documents or reduce, impair or discharge its
obligations thereunder.


 


(b)      The Borrower and each of the Subsidiary Guarantors hereby
acknowledges and agrees that the Liens created and provided for by the
Mortgages and any other Loan Documents continue to secure, among other things,
the Loans and any other obligations owing by the Borrower or a Subsidiary
Guarantor under the Loan Documents; and the Mortgages and the other Loan
Documents and the rights and remedies of the Lenders thereunder, the
obligations of the Borrower and each Subsidiary Guarantor thereunder, and the
Liens created and provided for thereunder in each case remain in full force and
effect and shall not be affected, impaired or discharged hereby.


 


39

















 


(c)       Each Subsidiary Guarantor hereby agrees that all references in
the applicable Guaranty to the “Credit Agreement” shall mean the Loan Agreement
as supplemented by this Supplement, as the same may be further amended,
restated, supplemented and/or otherwise modified from time to time.


 


(d)      Each Subsidiary Guarantor represents and warrants as of the
Supplement Effective Date that the representations, warranties, covenants and
agreements made by such Subsidiary Guarantor in the applicable Guaranty are
true, complete and accurate in all material respects as of the Supplement
Effective Date and each Subsidiary Guarantor hereby restates and remakes as of
the Supplement Effective Date for the benefit of Lenders each and every
representation, warranty, covenant and agreement contained therein.


 


(e)       Except as expressly supplemented or amended hereby, the Loan
Agreement shall remain unmodified and in full force and effect.  In the event of a conflict between the terms
of the Loan Agreement and the terms of this Supplement, the terms of this
Supplement shall control.


 


SECTION 18.  Governing
Law.  This Supplement shall be
governed by and construed in accordance with the laws of the State of New York.


 


SECTION 19. 
Counterparts.  This
Supplement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


SECTION 20.  Borrower
Signatory.  The Administrative
Agent and the Lenders hereby acknowledge and agree that each person executing a
Loan Document on behalf of the Borrower or its Affiliate (each a “Borrower Signatory”) is doing so strictly
in his/her corporate capacity as a duly authorized officer of such entity and
not in an individual capacity.  The
Administrative Agent and the Lenders hereby release and forever discharge each
Borrower Signatory from any and all actions, causes of action, claims, demands
and liabilities of every kind, character and description, which it may now or
hereafter have or wish to assert against any Borrower Signatory and arising
under or in connection with, or related to, the negotiation of the Loan
Documents and/or the terms and provisions thereof, other than any such actions,
causes of action, claims, demands or liabilities arising by virtue of any act
or omission constituting fraud on the part of a Borrower Signatory. As a matter
of clarification, nothing in this Section shall serve to waive or limit
any rights that the Administrative Agent and/or any Lender has or may have
against the Borrower or any of the other Loan Parties whether pursuant to the
Loan Documents or otherwise.


 


SECTION 21.  Centro Party
Covenants.  The Centro Parties
are executing this Supplement for the sole purpose of acknowledging their
agreement with the following covenants:


 


40

















 


(a)       So long as any Loan remains outstanding and unpaid or there
exists any Letter of Credit Exposure, or any other amount is owing under any
Loan Document to any Lender or the Administrative Agent, the Centro Parties
covenant and agree with the Lenders that they shall comply with the covenants
and agreements set forth in Sections 9.09, 9.10 and 9.24 of the Super Loan
Agreement (other than Section 9.24(h) of the Super Loan Agreement) as
in effect on the date hereof (which covenants and agreements are incorporated, mutatis mutandis, herein as if fully set
forth herein) (the “Centro Party Covenants”).
For the avoidance of doubt, each Centro Party agrees that the Centro Party
Covenants shall apply whether or not the Super Loan has been repaid in full.


 


(b)      Neither Centro Party shall cause or permit, with respect to any
Super Entity, the remittance by any such Super Entity to any Affiliate of any
Centro Party, the Borrower or any other Super Entity, of any payment on account
of any management fees, commissions, or any other similar payment(s), including
those expressly subordinated pursuant to the terms and provisions of any such
contract(s), with respect to any Properties (BofA Revolver), it being
understood, however, that there shall be no restriction on reimbursement of
Centro Super Management Joint Venture 2, LLC for out-of-pocket costs and
expenses, including salaries of its employees, incurred by it consistent with
historical practices and in accordance with the Approved Budget.  Neither Centro Party shall cause or permit,
with respect to any Super Entity, the entry by such Super Entity into a
management or similar agreement, with respect to any Properties (BofA
Revolver), with any Affiliate of any Centro Party, the Borrower or any other
Super Entity, unless all management fees, commissions and any other similar
payment(s) are expressly subordinated to the Loans pursuant to the terms
and provisions of any such contract(s) which shall be substantially
similar to the terms of subordination set forth in the management agreements
for the Properties (BofA Revolver) as of the Supplement Effective Date.


 


SECTION 22.  Reservation
Of Rights.  Notwithstanding
anything to the contrary in this Supplement or any other Loan Document, in no
event shall any consent, waiver or approval by the Administrative Agent and the
Lenders to the Transactions or the transactions contemplated in the Transaction
Documents (Australia) be deemed to be a consent under, or waiver of, any
rights, covenants, restrictions or limitations in any loan document evidencing
any loan with respect to which any Lender is a lender (including, without
limitation, any and all provisions of any such other loan documents relating to
pledges, encumbrances, transfers or other dispositions of direct or indirect
ownership interests in a Super Entity, a Centro Entity or any other party
thereto or subject thereto), all of which rights, covenants, restrictions or
limitations remain in full force and effect.


 


[Remainder of page intentionally left blank]


 


41














 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplement to be duly executed as
of the date first above written.


 


	
  BORROWER:

  	
  CENTRO NP LLC, a Maryland
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTORS:

  	
  NEW PLAN
  REALTY TRUST, LLC a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN
  FLORIDA HOLDINGS, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  



 

















 


	
   

  	
  CA NEW PLAN
  ASSET PARTNERSHIP IV, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCEL REALTY
  TRUST-NC, a North Carolina general partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  New Plan of
  Tennessee, LLC, a Delaware limited liability 

  
	
   

  	
  company, its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
				



 

















 


	
   

  	
  POINTE
  ORLANDO DEVELOPMENT COMPANY, a California general partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP
  ERT LLC, a Delaware limited liability 

  
	
   

  	
  company, partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

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

  
	
   

  	
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CA NEW PLAN
  TEXAS ASSETS, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  CA New Plan
  Texas Assets, LLC, a Delaware limited 

  
	
   

  	
  liability company, its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
				



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HK NEW PLAN
  EXCHANGE PROPERTY OWNER II, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  HK New Plan
  Lower Tier OH, LLC, a Delaware limited 

  
	
   

  	
  liability company, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
				



 

















 


	
   

  	
  NEW PLAN
  PROPERTY HOLDING COMPANY, a Maryland real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN OF
  MICHIGAN, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP
  HOLDINGS 3 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP
  HOLDINGS 4 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 6 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HOLDINGS 7 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP
  HOLDINGS 8 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  



 

















 


	
   

  	
  CENTRO NP
  HOLDINGS 9 SPE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Centro
  NP Broadway Faire MGR, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Centro NP
  Metro 580 SC MGR, LLC., a Delaware limited 

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven Siegel

  
	
   

  	
   

  	
  Name:  Steven Siegel

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
   

  
				



 














 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:      Centro NP
  Rose Pavilion MGR, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTRO NP HANOVER SQUARE SC, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN ACQUISITION COMPANY, LLC, a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 

















 


	
   

  	
  HK NEW PLAN SKYWAY PLAZA, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EISENHOWER SQUARE SC, LLC, a Delaware
  limited liability company 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EASTLAKE SC, LLC, a Delaware limited
  liability company 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:      Centro NP
  Residual Holding LLC, a Delaware limited liability company, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:      Centro NP
  Residual Holding LLC, a Delaware limited liability company, its sole member 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 

















 


	
   

  	
  HK NEW PLAN MACON CHAPMAN, LP, a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  Centro NP Residual Macon Chapman GP,
  LLC, a Delaware limited liability company, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BPR SHOPPING CENTER, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 

















 


	
  CENTRO PARTIES:

  	
   

  	
  CENTRO PROPERTIES LIMITED

  
	
   

  	
   

  	
   

  
	
  FOR PURPOSES OF ACKNOWLEDGING THEIR 

  	
   

  	
   

  
	
  AGREEMENTS WITH SECTION 21 OF THIS 

  	
   

  	
  By:

  	
  /s/ Paul Cooper

  
	
  SUPPLEMENT:

  	
   

  	
   

  	
  Name: Paul Cooper

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Title: Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CPT MANAGER LIMITED, as Responsible Entity of the
  Centro Property Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Paul Cooper

  
	
   

  	
   

  	
   

  	
  Name: Paul Cooper

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Title: Company Secretary

  



 

















 


	
  FOR PURPOSES OF ACKNOWLEDGING ITS AGREEMENT WITH
  SECTIONS 6 AND 7 OF THIS SUPPLEMENT:

  	
   

  	
  SUPER LLC, a Maryland limited liability company

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name: Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  



 

















 


	
  ADMINISTRATIVE AGENT:

  	
   

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael W. Edwards

  
	
   

  	
   

  	
   

  	
  Name: Michael W. Edwards

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  



 


 


	
  LENDER:

  	
   

  	
  BANK OF AMERICA, N.A., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael W. Edwards

  
	
   

  	
   

  	
   

  	
  Name: Michael W. Edwards

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President