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**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**FORM 10-K/A**

 

**(AmendmentNo. 2)**

 

| **x**      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**                                                                                                                                                                                                                                                                           |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                           |
|       | **For the fiscal year ended December 31, 2007**                                                                                                                                                                                                                                                                                                                           |
|       |                                                                                                                                                                                                                                                                                                                                                                           |
|       | **OR**                                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                           |
| **o**      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**                                                                                                                                                                                                                                                                       |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                     |
| ** ** | **For  the transition period from                               to                            ** |

 

**Commission File Number 1-12244**

 

**CENTRO NP LLC**

(Exact Name of Registrant as Specified in Its Charter)

 

**Maryland**

(State of Incorporation)

 

**420 Lexington Avenue**

**New York, NY 10170**

(Address of Principal Executive Offices) (Zip Code)

 

**64-0955724**

(I.R.S. Employer

Identification Number)

 

**(212) 869-3000**

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of theAct:  **None**

 

Securities registered pursuant to Section 12(g) of theAct:  **None**

 

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

 

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

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.** **YES  o     NO x

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

| Large  Accelerated Filer o |   | Accelerated  Filer o |   | Non-Accelerated  Filer x |   | Smaller  Reporting Company o |
|----------------------------|--------|----------------------|--------|--------------------------|--------|------------------------------|

 

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

 

The aggregate market value of the Registrant’svoting interests held by non-affiliates on June 30, 2007 was $0. Super LLC owns all of themembership interests of the Registrant as of April 20, 2007.

 

The registrant doesnot have common stock.

 

 

 

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**ExplanatoryNote**

 

This Amendment No. 2(this “Amendment”) is being filed to amend the Annual Report on Form 10-Kof Centro NP LLC (the “Company”) for the fiscal year ended December 31,2007 that was previously filed on April 16, 2008 (the “Original 10-K”) andamended on April 18, 2008 (the “First Amendment”).  The Company is filing this Amendment toaddress the following matters:

 

**Item15(3). Exhibits**

 

**Signatures**

 

The Company is modifying“Item 15(3). Exhibits” solely with respect to filing certifications required bySection 302 of the Sarbanes-Oxley Act of 2002 and a certification requiredby Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendmentsdescribed above, this Amendment does not modify or update other disclosures in,or exhibits to the Original 10-K or the First Amendment.

 

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| **TABLE OF CONTENTS** | ** **                                                                                                         |
|-----------------------|--------------------------------------------------------------------------------------------------------------------|
| ** **            | ** **                                                                                                         | ** ** |
| ** **            | ** **                                                                                                         | **Page** |
| ** **            | ** **                                                                                                         | ** ** |
| **PART I**       | ** **                                                                                                         | ** ** |
| ** **            | ** **                                                                                                         | ** ** |
| Item 1.               | Business                                                                                                           | 4 |
|                  |                                                                                                               |   |
| Item 1A.              | Risk Factors                                                                                                       | 15 |
|                  |                                                                                                               |   |
| Item 1B.              | Unresolved  Staff Comments                                                                                         | 21 |
|                  |                                                                                                               |   |
| Item 2.               | Properties                                                                                                         | 22 |
|                  |                                                                                                               |   |
| Item 3.               | Legal  Proceedings                                                                                                 | 23 |
|                  |                                                                                                               |   |
| Item 4.               | Submission  of Matters to a Vote of Security Holders                                                               | 23 |
|                  |                                                                                                               |   |
| **PART II**      | ** **                                                                                                         | ** ** |
| ** **            | ** **                                                                                                         | ** ** |
| Item 5.               | Market for  Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 24 |
|                  |                                                                                                               |   |
| Item 6.               | Selected  Financial Data                                                                                           | 25 |
|                  |                                                                                                               |   |
| Item 7.               | Management’s Discussion and Analysis of Financial  Condition and Results of Operations                        | 26 |
|                  |                                                                                                               |   |
| Item 7A.              | Quantitative  and Qualitative Disclosures About Market Risk                                                        | 46 |
|                  |                                                                                                               |   |
| Item 8.               | Financial  Statements and Supplementary Data                                                                       | 47 |
|                  |                                                                                                               |   |
| Item 9.               | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure                              | 47 |
|                  |                                                                                                               |   |
| Item 9A.              | Controls  and Procedures                                                                                           | 47 |
|                  |                                                                                                               |   |
| Item 9B.              | Other  Information                                                                                                 | 47 |
|                  |                                                                                                               |   |
| **PART III**     | ** **                                                                                                         | ** ** |
| ** **            | ** **                                                                                                         | ** ** |
| Item 10.              | Directors,  Executive Officers and Corporate Governance                                                            | 48 |
|                  |                                                                                                               |   |
| Item 11.              | Executive  Compensation                                                                                            | 49 |
|                  |                                                                                                               |   |
| Item 12.              | Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder  Matters                   | 62 |
|                  |                                                                                                               |   |
| Item 13.              | Certain  Relationships and Related Transactions, and Director Independence                                         | 63 |
|                  |                                                                                                               |   |
| Item 14.              | Principal  Accountant Fees and Services                                                                            | 64 |
|                  |                                                                                                               |   |
| **PART IV**      | ** **                                                                                                         | ** ** |
| ** **            | ** **                                                                                                         | ** ** |
| Item 15.              | Exhibits  and Financial Statement Schedules                                                                        | 66 |

 

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**PART I**

 

**Forward-Looking Statements**

 

This Annual Reporton Form 10-K, together with other statements and information publiclydisseminated by Centro NP LLC (as successor by merger and liquidation to NewPlan Excel Realty Trust, Inc.) (“we”), containscertain forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933 and Section 21E of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Such statements are based onassumptions and expectations which may not be realized and are inherentlysubject to risks, uncertainties and other factors, many of which cannot bepredicted with accuracy and some of which might not even be anticipated. Futureevents and actual results, performance, transactions or achievements, financialor otherwise, may differ materially from the results, performance, transactionsor achievements expressed or implied by the forward-looking statements. Risks,uncertainties and other factors that might cause such differences, some ofwhich could be material, include, but are not limited to:

 

·                  liquidity risks, including the inability to refinance our short-termindebtedness on favorable terms or at all;

 

·                  recent downgrades, and possible future downgrades, in our creditrating;

 

·                  national or local economic, business, real estate and other marketconditions, including the ability of the general economy to recover timely fromeconomic downturns;

 

·                  the competitive environment in which we operate;

 

·                  property ownership risks;

 

·                  the level and volatility of interest rates and changes in the capitalizationrates with respect to the acquisition and disposition of properties;

 

·                  financial stability of tenants, including the ability of tenants to payrent, the decision of tenants to close stores and the effect of bankruptcylaws;

 

·                  governmental approvals, actions and initiatives;

 

·                  environmental/safety requirements and costs;

 

·                  risks of real estate acquisition and development, including the failureof pending developments and redevelopments to be completed on time and withinbudget and the failure of newly acquired or developed properties to perform asexpected;

 

·                  risks of disposition strategies, including the failure to completesales on a timely basis and the failure to reinvest sale proceeds in a mannerthat generates favorable returns;

 

·                  risks of joint venture activities; and

 

·                  other risks identified in this Annual Report on Form 10-K and,from time to time, in other reports we file with the Securities and ExchangeCommission (the “SEC”) or in other documents that we publicly disseminate.

 

We undertakeno obligation to publicly update or revise these forward-looking statements,whether as a result of new information, future events or otherwise.

 

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**Item 1.            *Business***

 

**General**

 

We areone of the nation’s largest owners and developers of community and neighborhoodshopping centers.  As of December 31,2007, we owned interests in 496 properties in 39 states, including 261wholly-owned properties and one property held through a consolidated jointventure (collectively, our “Consolidated Portfolio”), as well as 234 propertiesheld through unconsolidated joint ventures. The 496 properties include 475 community and neighborhood shoppingcenters with approximately 75.0  millionsquare feet of gross leasable area (“GLA”), and 21 related retail assets withapproximately 1.1 million square feet of GLA. In addition, we manage three properties, with approximately 0.7 millionsquare feet of GLA, on behalf of third-party owners.  Our Consolidated Portfolio includes 245community and neighborhood shopping centers with approximately 40.9 millionsquare feet of GLA and 17 related retail assets with approximately 0.8 millionsquare feet of GLA.  At December 31,2007, the GLA for our Consolidated Portfolio was approximately 89% leased andthe GLA for our total portfolio, including our pro rata share of joint ventureproperties, was approximately 92% leased.

 

Ourpredecessor, New Plan ExcelRealty Trust, Inc. (“New Plan,” our “predecessor” or the “Predecessor”),was aself-administered and self-managed equity real estate investment trust, whichwe refer to as a REIT, that was formed in 1972 and was incorporated inMaryland.  On February 27, 2007, New Plan and Excel Realty Partners, L.P., aDelaware limited partnership in which New Plan, through a wholly ownedsubsidiary, was the general partner, entered into an Agreement and Plan ofMerger (the “Merger Agreement”) with us, Super MergerSub Inc. (“MergerSub”),and Super DownREIT MergerSub LLC (“Super REIT MergerSub” and together with usand MergerSub, the “Buyer Parties”).  TheBuyer Parties are affiliates of Centro Properties Group, an Australian publiclytraded real estate company (“Centro”). Pursuant to the Merger Agreement,MergerSub commenced and completed a tender offer (the “Offer”) to purchase alloutstanding shares of common stock, par value $0.01 per share (“Common Stock”),of New Plan at a price of $33.15 per share, net to the holders thereof, in cash(the “Offer Price”).  The Offer, assupplemented by a subsequent offering period, expired at 12:00 midnight, NewYork City time, on Wednesday, April 18, 2007. On April 5, 2007,following the expiration of the initial offering period of the Offer, MergerSubaccepted for payment, and purchased, approximately 69,105,909 shares of CommonStock, representing approximately 66.7% of the outstanding shares of CommonStock.  The 69,105,909 shares of CommonStock represented 100% of the validly tendered shares of Common Stock in theinitial offering period of the Offer. On April 19, 2007, following theexpiration of the subsequent offering period of the Offer, MergerSub acceptedfor payment, and purchased, all of the approximately 22,096,621 shares ofCommon Stock, which, together with the shares purchased in the initial offeringperiod, represented approximately 88.0% of the outstanding shares of CommonStock.  On April 19, 2007, MergerSubexercised its top-up option pursuant to the Merger Agreement to acquire anadditional 52,929,108 shares of Common Stock from New Plan at a purchase priceequal to the Offer Price, which number of shares was sufficient to permitMergerSub to effect a short-form merger of MergerSub into New Plan underMaryland law without the vote of, or any action by, the New Plan stockholders.MergerSub used approximately $1.5 billion of borrowings under a term facility(the “Tender Facility”) from J.P. Morgan Securities Inc. and certain of itsaffiliates to finance payments related to the Offer.  The Tender Facility was outstanding from April 5,2007 to April 20, 2007, and amounts outstanding thereunder bore interestat a rate per annum equal to the monthly Eurodollar rate determined as setforth in the Tender Facility Agreement. On April 20, 2007, the TenderFacility was repaid in full and terminated in connection with the closing ofthe Mergers (as defined below).

 

On April 20,2007, New Plan and the Buyer Parties completed the other transactionscontemplated by the Merger Agreement, pursuant to which, among other things,MergerSub merged with and into New Plan (the “Merger”), with New Plan survivingthe Merger, and in connection therewith, Super DownREIT Acquisition L.P. (“DownREITAcquisition”) merged with and into Excel Realty Partners, L.P. (the “DownREITPartnership”), with the DownREIT Partnership continuing as the survivinglimited partnership (the “DownREIT Merger,” and together with the Merger, the “Mergers”).In connection with the Merger, (a) each share of Common Stock (other thanshares held by New Plan or any subsidiary of New Plan or by Purchaser) wasconverted into the right to receive the same $33.15 in cash per share as waspaid in the Offer, without interest, and (b) each outstanding option topurchase Common Stock under any employee stock option or incentive plan becamefully vested and exercisable (whether or not then vested or subject to anyperformance condition that has not been satisfied, and regardless of theexercise price thereof or the terms of any other agreement regarding thevesting, delivery or payment thereof) and was cancelled in exchange for theright to receive, for each share of Common Stock issuable upon exercise of suchoption, cash in the amount equal to the excess, if any, of the Offer Price overthe exercise price per share of such option. As a result of the Merger, New Plan became a wholly owned 

 

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subsidiary ofours and any stockholder who held shares of Common Stock prior to the Mergerceased to be a stockholder effective as of the Merger.

 

On April 20,2007, immediately following the Merger, New Plan, as the surviving corporationof the Merger, was liquidated (the “Liquidation”), and in connection with theLiquidation, (a) all of New Plan’s assets were transferred to us and weassumed all of its liabilities, (b) all outstanding shares of preferredstock of New Plan were automatically converted into, and cancelled in exchangefor the right to receive, cash liquidating distributions in accordance withtheir terms, and (c) all shares of Common Stock of New Plan werecancelled.  As a result of the Merger andLiquidation, New Plan filed a Certification and Notice of Termination ofRegistration on Form 15 pursuant to which it terminated its reportingobligations under the Exchange Act, with respect to its Common Stock and 7.625%Series E Cumulative Redeemable Preferred Stock.

 

Immediatelyfollowing the Merger and the Liquidation, our employees became employees ofCentro US Management Joint Venture 2, LP (formerly known as Centro WattManagement Joint Venture 2, L.P. and referred to in this report as the “ManagementJoint Venture”).  The distributionoccurred in order to comply with certain tax restrictions applicable to ourultimate equity owners and to permit such employees to serve managementfunctions at other properties controlled by our affiliates.  Following this distribution, the ManagementJoint Venture managed our properties, although during a transition period,certain of our subsidiaries continued to provide payroll, benefit and othertransition services with respect to our former employees.  Such transition services were terminated asof December 31, 2007.  Contractsmemorializing the management services arrangements under which we have beenoperating were entered into on March 28, 2008 in connection with anamendment to our revolving credit facility, as described below under “RecentDevelopments.”

 

Althoughour employees were employed by the Management Joint Venture shortly followingthe Merger and Liquidation, we continued to administer the payroll and benefitsfunctions for such employees on a transitory basis until December 31,2007, during which time the Management Joint Venture was preparing to replicatesuch functions on its own behalf. The costs we incurred in providing suchservices during this transition period offset the management fees otherwiseowed to the Management Joint Venture.

 

In connection withthe Mergers, we, New Plan Realty Trust, LLC (as successor to New Plan RealtyTrust, but only with respect to the 1999 Indenture (as defined below)) and U.S.Bank Trust National Association, as trustee (the “Trustee”) entered intosupplemental indentures (the “Supplemental Indentures”), each dated as of April 20,2007, to (i) the Indenture dated as of March 29, 1995 (the “1995Indenture”), by and between New Plan (as successor to New Plan Realty Trust)and the Trustee (as successor to State Street Bank and Trust Company, assuccessor to The First National Bank of Boston), (ii) the Indenture datedas of February 3, 1999 (the “1999 Indenture”), by and among New Plan, NewPlan Realty Trust, as guarantor, and the Trustee (as successor to State StreetBank and Trust Company), and (iii) the Indenture dated as of January 30,2004 (the “2004 Indenture,” and collectively with the 1995 Indenture and the1999 Indenture, the “Indentures”), by and between New Plan and theTrustee.  The Supplemental Indentureseach provided for us to assume all of the obligations of New Plan under each ofthe Indentures, effective upon consummation of the Merger.

 

As the successorobligor on New Plan’s unsecured senior notes, we intend to continue to filewith the SEC any annual reports, quarterly reports and other documents that itis required to file with the SEC pursuant to the Indentures governing theunsecured senior notes.

 

We area Maryland limited liability company and maintain our principal executiveoffices at 420 Lexington Avenue, New York, New York 10170, where our telephonenumber is (212) 869-3000.

 

**Recent Developments**

** **

*RevolvingCredit Facility*

 

On April 20,2007, simultaneously with the completion of the Mergers, New Plan’s $350.0million unsecured revolving credit facility, as amended August 25, 2006(the “Amended Original Revolving Facility”), was prepaid in full andterminated.  Simultaneously with the prepayment and termination of theAmended Original Revolving Facility, we entered into a new revolving credit facility(the “April 2007 Revolving Facility”) with Bank of America, N.A. and theother lenders party thereto, which effectively replaced the Amended OriginalRevolving Facility.  Concurrently with the 

 

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establishment of the April 2007 Revolving Facility, we used aportion of the proceeds from the April 2007 Revolving Facility and causedour $150.0 million secured term loan, as amended August 25, 2006 (the “AmendedSecured Term Loan”), to be repaid in full and terminated. The Amended SecuredTerm Loan was scheduled to mature on August 25, 2010.  The April 2007Revolving Facility bore interest at LIBOR plus 55 basis points (based on ourthen current credit ratings) and incurred an annual facility fee of 15 basispoints.  The April 2007 Revolving Facility was scheduled to mature onOctober 20, 2007.  On July 31, 2007, we terminated and prepaid the April 2007Revolving Facility.  Simultaneously withthe prepayment and termination of the April 2007 Revolving Facility, weentered into a new $350.0 million unsecured revolving credit facility (the “July 2007Revolving Facility”) with Bank of America N.A., as administrative agent, whicheffectively replaced the April 2007 Revolving Facility.  The July 2007 Revolving Facility wasoriginally scheduled to mature on December 31, 2007, and bore interest ata rate per annum equal to, at our option, (i) a base rate equal to theprime rate plus an applicable margin ranging from 0.35% to 1.1% depending onthe amount drawn and our credit rating or (ii) LIBOR plus an applicablemargin ranging from 0.35% to 1.1% depending on the amount drawn and our creditrating.

 

Following ourentering into the July 2007 Revolving Facility and prior to its maturitydate we sought to refinance the July 2007 Revolving Facility withlong-term financing.  As a result ofdislocations in the global credit markets shortly after our entering into the July 2007Revolving Facility, we were unable to obtain long-term financing onsatisfactory terms consistent with our long-term strategy and were required toseek an extension of the July 2007 Revolving Facility.  On December 16, 2007, we entered into anamendment to the July 2007 Revolving Facility (the “First Amendment to theJuly 2007 Revolving Facility”), which extended the maturity date to February 15,2008, subject to certain conditions.  Inconnection with the amendment, the applicable margin of the interest rate wasincreased to a fixed premium of 1.75% and there was an extension fee ofapproximately $3.3 million, payable on February 15, 2008.

 

On February 14, 2008, we entered into aletter agreement (the “Revolving Facility Extension Agreement”) furtheramending the July 2007 Revolving Facility.  The Revolving FacilityExtension Agreement extended the maturity date (the “Termination Date”)from February 15, 2008 to the earlier to occur of (i) September 30,2008, and (ii) the date on which any trigger event occurs.  Trigger events include, among other things,defaults, borrowing or prepayments under credit facilities of certain of ouraffiliates and a requirement that, prior to April 30, 2008, our Australianparents (CPT Manager Limited, as responsible entity of Centro Property Trust, (“CPT”) and Centro Properties Limited (“CPL”)) must extend the maturityof certain of their indebtedness (as described below) to a date no earlier thanSeptember 30, 2008.  As of the dateof filing of this Form 10-K, CPT and CPL had not extended such indebtedness,although discussions are ongoing with regard to the extension of suchfacilities.  The applicable margin of theinterest rate remained at 1.75%.  Theextension fee under the First Amendment to the July 2007 RevolvingFacility, payable on the Termination Date, remains the same under the RevolvingFacility Extension Agreement.

 

To the extent that the Termination Dateoccurs and we are unable to restructure the terms of the July 2007 RevolvingFacility, there is uncertainty over the Company’s ability to continue as agoing concern. Refer to separate discussions in Item 1A and Item 7, where wehave provided information relating to plans over the Company’s liquidityissues.

 

On March 28,2008, we entered into another letter agreement (the “Amendment to RevolvingFacility Extension Agreement”) modifying and waiving various provisions of the July 2007Revolving Facility, the First Amendment to the July 2007 RevolvingFacility and the Revolving Facility Extension Agreement (collectively, as amended as of March 28, 2008, the “Amended July 2007Revolving Facility”).  The Amendment to Revolving Facility ExtensionAgreement, among other things, approved the transactions contemplated by theContribution Agreement (described below under “Contribution, Distribution andAssumption Agreement”) and the Management Services Assumption (described belowunder “Distribution, Contribution and Assignment Agreement and PropertyManagement and Leasing Agreement”).  Notethat for accounting purposes, the Management Services Assumption has not beenreflected as occurring immediately after the date of the Merger but will bereflected as occurring on March 28, 2008.

 

*Extension of Super BridgeLoan*

 

On August 1,2007, Super LLC, our sole and managing member, entered into an amended andrestated loan agreement with JPMorgan Chase Bank, N.A., as administrativeagent, for an approximate amount of $2.6 billion (the “Super Bridge Loan”).  As a result of dislocations in the globalcredit markets shortly after entering into the Super Bridge Loan, Super LLC wasunable to obtain long-term financing on satisfactory terms consistent with itslong-term strategy and was required to seek an extension of the Super BridgeLoan maturity date. On December 16, 2007, Super LLC entered into a letteragreement (the “Super Bridge Loan First Letter Agreement”) which extended thematurity date of the Super Bridge Loan to February 15, 2008, subject tocertain conditions.  The balance of theloan at the date of 

 

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extension wasapproximately $1.9 billion.  Inconnection with the Super Bridge Loan First Letter Agreement, the applicablespread was increased to a fixed premium of 1.75% and an aggregate extension feeof approximately $18.6 million was charged.

 

On February 14,2008, Super LLC entered into a letter agreement (the “Super Bridge LoanExtension Agreement”) further amending the Super Bridge Loan.  The Super Bridge Loan Extension Agreement extendedthe maturity date (the “Super Bridge Loan Termination Date”) from February 15,2008 to the earlier to occur of (i) September 30, 2008, and (ii) thedate on which any trigger event occurs. Trigger events include, among other things, defaults, borrowing orprepayments under credit facilities of certain affiliates of Super LLC,including the Amended July 2007 Revolving Facility, and a requirementthat, prior to April 30, 2008, CPT and CPL must extend the maturity ofcertain of their indebtedness (as described below)  to a date no earlier than September 30,2008.  The applicable margin of theinterest rate remained at 1.75%.  Theextension fee under the Super Bridge Loan First Letter Agreement, payable onthe Super Bridge Loan Termination Date, remains the same under the Super BridgeLoan Extension Agreement.  We are not anobligor under the Super Bridge Loan but the Amended July 2007 RevolvingFacility is cross-defaulted with the Super Bridge Loan.

 

On March 28,2008, Super LLC entered into another letter agreement (the “Additional SuperBridge Loan Letter Agreement”) with its lenders to permit the transactionsunder the Contribution Agreement (discussed below under “Contribution,Distribution and Assumption Agreement”) and the transactions contemplated bythe Management Services Assumption (discussed below under “Distribution,Contribution and Assignment Agreement and Property Management and LeasingAgreement”).

 

*Extension Deed of CentroShort-Term Facilities*

 

As a result ofdislocations in the global credit markets, CPT was also unable to securelong-term financing for various short-term credit facilities that it hadentered into for an aggregate of approximately $1.18 billion.  As a result, CPT and CPL entered into anextension deed on December 17, 2007, which extended the maturity dates ofvarious short-term credit facilities to February 15, 2008, subject tocertain conditions.  On February 15,2008, CPT and CPL entered into another extension deed, the “AustralianExtension Deed,” which extended the maturity date of the various short-termcredit facilities and certain additional facilities from February 15, 2008 to the earlier to occur of(i) April 30, 2008, and (ii) the date on which any trigger eventoccurs.  Trigger events include, among other things, defaults occurring due to defaults,borrowing or prepayments under credit facilities of certain affiliates andsubsidiaries of CPT, including the Amended July 2007 Revolving Facilityand the Super Bridge Loan.  We are not anobligor under these various short-term credit facilities, but the Amended July 2007Revolving Facility and the Super Bridge Loan are cross-defaulted with theAustralian Extension Deed.

 

Inaddition, on February 15, 2008 and March 28, 2008, CPT and CPLentered into agreements (the “Noteholders Extension Agreement”), andcollectively with the Revolving Facility Extension Agreement, the Amendment toRevolving Facility Extension Agreement, the Super Bridge Loan ExtensionAgreement, the Additional Super Bridge Loan Letter Agreement and the AustralianExtension Deed, the “Extension Agreements”) waiving any actions with regards toany alleged defaults under debt previously placed with United States investors.

 

*Preston Ridge Facility*

 

On February 14,2008, BPR Shopping Center, LLC (“BPR LLC”), an indirect subsidiary of ours,entered into a revolving credit facility (the “Preston Ridge Facility”) withJPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders partythereto, pursuant to which it can borrow up to $80.0 million (however, only $40.0 million can beborrowed on or before April 30, 2008).  The Preston Ridge Facility iscollateralized by the property owned by BPR LLC known as The Centre at PrestonRidge and has a maturity date of September 30, 2008, subject to certainconditions.  The Preston Ridge Facilityis guaranteed by Centro Preston Ridge Member LLC, the sole member of BPRLLC.  Proceeds of the Preston Ridge Facilitywill be used for development and redevelopment of certain properties and forgeneral cash flow.  The Preston RidgeFacility is cross-defaulted with the Amended July 2007 Revolving Facility,the Super Bridge Loan and certain other credit facilities of affiliates ofSuper LLC.  Pursuant to the transactionsdescribed below under “Contribution, Distribution and Assumption Agreement,”BPR LLC and the debt associated therewith were transferred to Centro NPResidual Holding LLC (the “Residual Joint Venture”).

 

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*Contribution, Distribution and Assumption Agreement*

 

On March 28,2008, we executed a Contribution, Distribution and Assumption Agreement (the “Contribution Agreement”) together withSuper LLC, the Residual Joint Venture, a joint venture owned by Super LLC andus, and certain of our wholly-owned subsidiaries.  The ContributionAgreement was released from escrow and became effective as of March 30,2008.

 

Pursuant to theContribution Agreement, we contributed 49% of our interest in certainsubsidiaries (including BPR LLC) owning 31 real properties with an approximatefair market value of $780 million to the Residual Joint Venture.  Wedistributed 51% of our interest in the transferred entities to our parent,Super LLC, and Super LLC contributed such interest in the transferred entitiesto the Residual Joint Venture.  Following these transactions, we owned 49%of the interests in the transferred entities, and Super LLC owned 51% of theinterests in the transferred entities through the Residual Joint Venture.

 

*Distribution, Contribution and Assignment Agreement andProperty Management and Leasing Agreement*

 

We, Super LLC, theManagement Joint Venture, Centro US Employment Company, LLC and Centro New PlanInc. (a member of Super LLC) executed a Distribution, Contribution andAssignment Agreement to memorialize the prior agreement of the parties theretowith respect to the assumption of all liabilities relating to our formeremployees by the Management Joint Venture and the distribution of approximately$15 million of miscellaneous assets used in the day-to-day management of ourproperties to the Management Joint Venture (the “Management Services Assumption”). Note that for accounting purposes, the ManagementServices Assumption has not been reflected as occurring immediately after the dateof the Merger but will be reflected as occurring on March 28, 2008.

 

*Credit Ratings*

 

In connection withour refinancing difficulties, our credit ratings were downgraded by Standard &Poor’s, Fitch Ratings and Moody’s, all to below investment grade.  Standard & Poor’s cut its rating ofus to CCC+, and “credit watch with developing implications.”  Fitch Ratings cut its rating of us to CCC,which is a “high default risk” or “rating watch negative.”  Moody’s cut its rating of us to B3 and “underreview with direction uncertain.”  Theremay be additional reductions in our ratings depending on our operatingperformance and our ability to refinance the Amended July 2007 RevolvingFacility.  As a result of thesedowngrades, the terms of any financings we enter into in the future, as well asour ability to secure any such financings, may be adversely affected.

 

*Prohibitionon Incurring Additional Indebtedness*

 

Due tocovenants contained in certain of our debt agreements, we are currentlyprohibited from incurring additional indebtedness.

 

**Focused Product Strategy**

 

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

 

·                  aggressively managing our properties through ourproperty manager;

·                  redeveloping and upgrading our properties whereappropriate;

·                  selectively pursuing new development opportunities;

·                  selectively acquiring well-located commercial retailproperties, primarily community and neighborhood shopping centers, either on anindividual basis, in portfolio or corporate transactions, or through jointventure arrangements;

·                  effecting strategic asset dispositions and recyclingthe capital created by those transactions;

·                  seeking to reduce risk through geographic, tenant andretail format diversification of our portfolio; and

·                  achieving a strong and flexible financial position.

 

Byfocusing our portfolio primarily on community and neighborhood shopping centerswith anchors and other tenants providing “everyday necessities,” we believethat our risk due to economic cycles is minimized.

 

Ourownership interests in real estate consist of our Consolidated Portfolio, whichincludes wholly-owned properties and properties consolidated in accordance withthe provisions of Financial Accounting Standards Board Interpretation No. 46,*Consolidation of Variable Interest Entities*(“FIN 46”) or in accordance with the provisions of Emerging Issues Task Force (“EITF”)Issue No. 04-5, *Determining Whether aGeneral Partner, or the General Partners as a Group, Controls a LimitedPartnership or Similar Entity When the Limited Partners Have Certain Rights*(“EITF 04-5”), and our unconsolidated joint venture portfolio, which includesproperties owned by joint ventures in which we 

 

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have an economic interest. By entering into strategic joint ventureswith institutional investors and other partners, we are able to generatecapital sources for redevelopment, new development and acquisitions, as well ascreate an opportunity to earn fees for property management, leasing and otherrelated services. Our joint ventures may grow through acquisitions from thirdparties or direct purchases from us. We, together with our joint venturepartners, apply similar operating, investing and capital strategies to theportfolios owned by our joint ventures as we do with respect to ourConsolidated Portfolio.

 

**Aggressive Management**

** **

Wehave entered into property management agreements with the Management JointVenture, which we refer to as our property manager.  Our property manager provides fullyintegrated property management and leasing for our properties as well asdevelopment management services.  Ourproperty manager aggressively manages our properties, with an emphasis onmaintaining high occupancy rates and a strong base of nationally and regionallyrecognized anchor tenants, as well as local specialty tenants, that generatesubstantial daily traffic. In order to support these efforts, our propertymanager has eight regional offices and multiple satellite field officesthroughout the country, each of which is responsible for managing the leasing,property management and maintenance of properties in its area.  Our property manager regularly monitors thephysical condition of our properties and the financial condition of ourtenants.  We are currently improving thegeneral appearance of certain of our properties by upgrading existing facadesand roofs, updating signage, resurfacing parking lots and improving parking lotand exterior building lighting. In addition, we, and our property manager,remain focused on enhancing our collective property management skills andinternal capabilities, systems and infrastructure.  Note that for accounting purposes, theManagement Services Assumption has not been reflected as occurring immediatelyafter the date of the Merger but will be reflected as occurring on March 28,2008.

 

Inconjunction with our property manager, we seek to increase the cash flow andportfolio value of our existing properties primarily through contractual rentincreases during the lease term, re-letting of existing space at increasedrents, expansion and redevelopment of existing properties, development ofundeveloped outparcels and the minimization of overhead and operating costs.

 

**Redevelopment and Outparcel Development of Properties**

** **

During2007, we completed 14 redevelopment projects in our Consolidated Portfolio, theaggregate cost of which, including costs incurred in prior years on theseprojects, was approximately $81.8 million. Our current redevelopment pipelinein our Consolidated Portfolio is comprised of 27 projects, the aggregate costof which, including costs incurred in prior years on these projects, isexpected to be approximately $236.5 million. In addition, we develop outparcels of properties in our ConsolidatedPortfolio and during the year ended December 31, 2007, we completed fiveoutparcel development projects, the aggregate cost of which, including costsincurred in prior years on these projects, was approximately $10.9million.  Our current outparceldevelopment pipeline in our Consolidated Portfolio is comprised of threeprojects, the aggregate cost of which, including costs incurred in prior yearson these projects, is expected to be approximately $9.0 million.  In connection with the First Amendment to theJuly 2007 Revolving Facility, we are no longer permitted to make drawsunder our Amended July 2007 Revolving Facility, and are limited tofinancing any development and redevelopment costs from distributions receivedfrom the Residual Joint Venture that are funded with borrowings from thePreston Ridge Facility.  The ResidualJoint Venture has up to $80.0 million of borrowing available to it under the PrestonRidge Facility (however, only $40.0 million can be borrowed on or before April 30,2008).

 

**New Development of Properties**

 

Weselectively enter into new development opportunities.  These projects are driven by tenant demand,and as such, we generally have a lease executed with the anchor tenant prior toinvesting substantial capital. Such activity enhances our relationships withour anchor tenants by demonstrating our ability to serve their growth needs.Upon completion, we either hold the properties as long-term investments or sellthem as part of a merchant building program. Properties that are developed as part of our merchant building programare owned in one of our wholly-owned taxable REIT subsidiaries, in accordancewith the Tax Relief Extension Act of 1999, which became effective on January 1,2001.

 

Ourcurrent new development pipeline in our Consolidated Portfolio is comprised ofsix projects, the aggregate cost of which, including costs incurred in prioryears on these projects, is expected to be approximately $92.7 million. In connectionwith the First Amendment to the July 2007 Revolving Facility, we are nolonger permitted to make draws 

 

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under our Amended July 2007 Revolving Facility, and are limited tofinancing any development and redevelopment costs from distributions receivedfrom the Residual Joint Venture that are funded with borrowings from thePreston Ridge Facility.  The ResidualJoint Venture has up to $80.0 million of borrowing available to it under thePreston Ridge Facility (only $40.0 million can be borrowed on or before April 30,2008).   If we are unable to negotiateadditional capacity under the Preston Ridge Facility or negotiate otherliquidity facilities, we may be unable to finance the balance of theseobligations following exhaustion of the Preston Ridge Facility.

 

Wealso develop properties in our joint venture portfolios and the currentpipeline for such new development projects in our joint venture portfolios isone project, the aggregate cost of which, including costs incurred in prioryears on this project, is expected to be approximately $26.3 million, of whichour pro rata share will be approximately $1.3 million.  Furthermore, under certain agreementsgoverning our joint venture investments, the venture may make a capital callupon the venture members or partners to fund certain costs of operation.  In connection with the First Amendment to theJuly 2007 Revolving Facility, we are no longer permitted to make drawsunder our Amended July 2007 Revolving Facility, and are limited tofinancing any development costs from distributions received from the ResidualJoint Venture that are funded with borrowings from the Preston RidgeFacility.  If we are unable to negotiateadditional capacity under the Preston Ridge Facility or negotiate otherliquidity facilities, we may be unable to finance the balance of theseobligations or any capital calls following exhaustion of the Preston RidgeFacility.

 

**Acquisition of Properties**

** **

During2007, we expanded our Consolidated Portfolio by opportunistically acquiringadditional properties. During the period from April 5, 2007 through December 31,2007, we acquired land immediately adjacent to a property owned by us (Land atVictory Square), the remaining 75% interest in a shopping center in which weowned the other 25% (The Centre at Preston Ridge which was subsequentlytransferred to the Residual Joint Venture in March 2008) and one landparcel.  We also acquired the remaining90% interests in real estate assets of three of our joint ventures in which weowned the other 10% of each real estate asset through the joint ventures (CANew Plan Venture Fund LLC, CA New Plan Acquisition Fund, LLC and CA New PlanDirect Investment Fund, LLC).  Combined,these joint ventures owned a total of 18 properties.  During the period from January 1, 2007through April 4, 2007, our predecessor acquired one shopping center(Stewart Plaza) and one land parcel.  Theacquisitions were completed in separate transactions during 2007 for anaggregate purchase price of approximately $398.0 million and were comprised ofproperties located within our existing regional concentrations. Until such timeas we are able to put in place an appropriate liquidity facility or raiseadditional capital, we do not presently have the means to acquire additionalproperties in our Consolidated Portfolio.

 

During2007, we also expanded our joint venture portfolios by acquiring, together withour joint venture partners, five properties for an aggregate purchase price ofapproximately $293.7 million.  Until suchtime as we are able to put in place an appropriate liquidity facility or raiseadditional capital, we do not presently have the means to acquire additionalproperties in our joint venture portfolios.

 

**Disposition of Properties**

** **

Wegenerally hold our properties for investment and the production of rentalincome and not for sale to customers or other buyers in the ordinary course ofour business.  However, to maximizevalue, our property manager continually analyzes each asset in our portfolioand identifies those properties that can be sold or exchanged in light ofprevailing market conditions and the particular characteristics of eachproperty.  Through this strategy, we seekto continually update our core property portfolio by disposing of propertiesthat have limited growth potential or are not a strategic fit within ouroverall portfolio and redeploying such capital into newer properties orproperties where management techniques employed by our property manager maymaximize property values. We also consider our liquidity needs in determiningwhether dispositions may be warranted. We may engage from time to time in like-kind property exchanges, whichallow us to dispose of properties and redeploy proceeds in a tax efficientmanner.

 

**Centro NP Residual Holding Joint Venture**

** **

In August 2007,we formed the Residual Joint Venture with Super LLC, our sole and managingmember.  In connection with the formationof the Residual Joint Venture, we contributed 49% of our interest in certainsubsidiaries, owning 18 real properties with an approximate value of $396.0million, to the Residual Joint Venture.  Wedistributed the remaining 51% of our interest in the transferred entities toSuper LLC, and Super LLC contributed such interest in the transferred entitiesto the Residual Joint Venture.  Followingthese transactions, we owned 49% of the non-managing 

 

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interest in the Residual Joint Venture, and Super LLC owned 51% of themanaging member interest in the Residual Joint Venture.   In November 2007, we contributed 49% ofour interest in certain additional subsidiaries, owning 25 real properties withan approximate value of $605.0 million, to the Residual Joint Venture.  We distributed the remaining 51% of ourinterest in the additional transferred entities to Super LLC, and Super LLCcontributed such interest in the additional transferred entities to theResidual Joint Venture.  Also in November 2007,Super LLC contributed its interest in certain subsidiaries, owning 39 realproperties with an approximate value of $385.0 million, to the Residual JointVenture.  Immediately following suchcontribution, Super LLC contributed a percentage of membership interests in theResidual Joint Venture such that we continued to own 49% of the non-managinginterest in the Residual Joint Venture, and Super LLC continued to own 51% ofthe managing member interest in the Residual Joint Venture.

 

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

 

**Portfolio Diversification**

** **

Weseek to reduce risk through diversification achieved by the geographicdistribution of our properties, the breadth of our tenant base and the balancedmix of both community and neighborhood shopping centers.  As a result, the largest shopping center inour Consolidated Portfolio, as a percent of our total Consolidated Portfolio annualizedbase rent (“ABR”), is just 3.9% of our total Consolidated Portfolio ABR and theten largest tenants in our Consolidated Portfolio account for 25% of our totalConsolidated Portfolio ABR.   Ourproperties are strategically located across 37 states.  By owning both community shopping centers andneighborhood shopping centers we are able to offer convenience shopping for theday-to-day needs of consumers, as well as a broad range of general merchandise.

 

**Financing Strategy**

** **

***General***

** **

 As a result of dislocations in the globalcredit markets shortly after our entering into the July 2007 RevolvingFacility and the Super Bridge Loan, we were unable to obtain long-termfinancing on satisfactory terms consistent with our long-term strategy and wererequired to seek extensions of the July 2007 Revolving Facility and theSuper Bridge Loan.  While the ExtensionAgreements extended the maturity date of certain of our short-term debtobligations, they also prevent us from incurring any additional indebtedness.  Our ability to finance redevelopment of existingassets, new development and future acquisition opportunities, as well as tosatisfy any capital calls in connection with our joint ventures and theredemption rights of our Class A Preferred Units (discussed below under “Liquidityand Capital Resources”) is limited to distributions received from the ResidualJoint Venture that are funded with borrowings from the Preston RidgeFacility.  The Residual Joint Venture hasup to $80.0 million of borrowing available to it under the Preston RidgeFacility (only $40.0 million can be borrowed on or before April 30, 2008).   If we are unable to negotiate additionalcapacity under the Preston Ridge Facility or negotiate other liquidityfacilities, we may be unable to finance our various activities.

 

***FinancingActivities***

* *

*Revolving CreditFacility*

* *

On April 20,2007, simultaneously with the completion of the Mergers, New Plan’s $350.0million Amended Original Revolving Facility was prepaid in full andterminated.  Simultaneously with the prepayment and termination of theAmended Original Revolving Facility, we entered into the April 2007Revolving Facility, which effectively replaced the Amended Original RevolvingFacility.  Concurrently with the establishment of the April 2007Revolving Facility, we used a portion of the proceeds from the April 2007Revolving Facility and caused our $150.0 million Amended Secured Term Loan tobe repaid in full and terminated. The Amended Secured Term Loan was scheduledto mature on August 25, 2010.  The April 2007 Revolving Facilitybore interest at LIBOR plus 55 basis points (based on our then current creditratings) and incurred an annual facility fee of 15 basis points.  The April 2007Revolving Facility was scheduled to mature on October 20, 2007.  On July 31, 2007, we terminated and prepaid the April 2007Revolving Facility. 

 

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Simultaneouslywith the prepayment and termination of the April 2007 Revolving Facility,we entered into a new $350.0 million unsecured revolving credit facility (the July 2007Revolving Facility) with Bank of America N.A., as administrative agent, whicheffectively replaced the April 2007 Revolving Facility.  The July 2007 Revolving Facility wasoriginally scheduled to mature on December 31, 2007, and the loans underthe July 2007 Revolving Facility bore interest at a rate per annum equalto, at our option, (i) a base rate equal to the prime rate plus anapplicable margin ranging from 0.35% to 1.1% depending on the amount drawn downand our credit rating or (ii) LIBOR plus an applicable margin ranging from0.35% to 1.1% depending on the amount drawn down and our credit rating.

 

Following ourentering into the July 2007 Revolving Facility and prior to its maturitydate we sought to refinance the July 2007 Revolving Facility withlong-term financing.  As a result ofdislocations in the global credit markets shortly after our entering into the July 2007Revolving Facility, we were unable to obtain long-term financing onsatisfactory terms consistent with our long-term strategy and were required toseek an extension of the July 2007 Revolving Facility. On December 16,2007, we entered into the First Amendment to the July 2007 RevolvingFacility, which extended the maturity date to February 15, 2008, subjectto certain conditions.  In connectionwith the amendment, the applicable margin of the interest rate was increased toa fixed premium of 1.75% and there is an extension fee of approximately $3.3million, payable on the maturity date.

 

On February 14,2008, we entered into the Revolving Facility Extension Agreement furtheramending the July 2007 Revolving Facility. The Revolving Facility Extension Agreement extended the Termination Datefrom February 15, 2008 to the earlier to occur of (i) September 30,2008, and (ii) the date on which any trigger event occurs.  The applicable margin of the interest rateremained at 1.75%.  Trigger events include, among otherthings, defaults, borrowing or prepayments under credit facilities ofcertain of our affiliates and a requirement that, prior to April 30, 2008,CPT and CPL must extend the maturity of their indebtedness to a date no earlierthan September 30, 2008.   Theextension fee under the First Amendment to the July 2007 RevolvingFacility, payable on the maturity date, remains the same under the RevolvingFacility Extension Agreement at approximately $3.3 million.

 

On March 28,2008, we entered into the Amendment to Revolving Facility Extension Agreementmodifying and waiving various provisions of the July 2007 RevolvingFacility, the First Amendment to the July 2007 Revolving Facility and theRevolving Facility Extension Agreement.   TheAmendment to Revolving Facility Extension Agreement, among other things,approved the transactions contemplated by the Contribution Agreement and theManagement Services Assumption. 

 

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

 

The Amended July 2007Revolving Facility contains customary defaults, including, among others: thenonpayment of interest or principal of any loan; failure to comply withrestrictions on use of proceeds; failure to observe or perform covenants underany loan document; bankruptcy or insolvency; certain judgments and decrees;change of control; defaults occurring due to defaults; and borrowing orprepayments under credit facilities of certain of our affiliates, including theSuper Bridge Loan.

 

Amounts outstandingunder the Amended July 2007 Revolving Facility are guaranteed pursuant toan Amended and Restated Guaranty Agreement dated July 31, 2007, by andamong certain of our subsidiaries, as guarantors in favor of the administrativeagent.  The Amended July 2007Revolving Facility also has the benefit of a contingent Guaranty Agreementdated July 31, 2007, by and among CPT and CPL as guarantors in favor ofthe administrative agent (the “Centro Party Guaranty”), which, subject tocertain conditions, guarantees up to the full amount of the Amended July 2007Revolving Facility.

 

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The Amended July 2007Revolving Facility also provides that we may not request, and the lenders underthe Amended July 2007 Revolving Facility will have no obligation, to makeany extensions of credit under the Amended July 2007 Revolving Facility.

 

*Extension of Super BridgeLoan*

 

On August 1,2007, Super LLC, our sole and managing member, entered into the Super BridgeLoan.  As a result of dislocations in theglobal credit markets shortly after entering into the Super Bridge Loan, SuperLLC was unable to obtain long-term financing on satisfactory terms consistentwith its long-term strategy and was required to seek an extension of the SuperBridge Loan maturity date. On December 16, 2007, Super LLC entered intothe Super Bridge Loan First Letter Agreement which extended the maturity dateof the Super Bridge Loan to February 15, 2008, subject to certainconditions.  In connection with the SuperBridge Loan First Letter Agreement, the applicable spread was increased to afixed premium of 1.75% and an aggregate extension fee of approximately $18.6million was charged.

 

On February 14,2008, Super LLC entered into the Super Bridge Loan Extension Agreement.  The Super Bridge Loan Extension Agreement extendsthe Super Bridge Loan Termination Date from February 15, 2008 to theearlier to occur of (i) September 30, 2008, and (ii) the date onwhich any trigger event occurs.  Triggerevents include, among other things, defaults, borrowing or prepayments undercredit facilities of certain affiliates of Super LLC, including the Amended July 2007Revolving Facility, and a requirement that, prior to April 30, 2008, CPTand CPL must extend the maturity of certain of their indebtedness to a date noearlier than September 30, 2008. The applicable margin of the interest rate remained at 1.75%.  The extension fee under the Super Bridge LoanFirst Letter Agreement, payable on the Super Bridge Loan Termination Date,remains the same under the Super Bridge Loan Extension Agreement.  We are not an obligor under the Super BridgeLoan but the Amended July 2007 Revolving Facility is cross-defaulted withthe Super Bridge Loan.

 

On March 28,2008, Super LLC entered into the Additional Super Bridge Loan Letter Agreementwith its lenders to permit the transactions contemplated by the ContributionAgreement and the Management Services Assumption. 

* *

*Extension Deed of CentroShort-Term Facilities*

 

As a result ofdislocations in the global credit markets, CPT was also unable to securelong-term financing for various short-term credit facilities that it hadentered into for an aggregate of approximately $1.18 billion.  As a result, CPT and CPL entered into anextension deed on December 17, 2007, which extended the maturity dates ofvarious short-term credit facilities to February 15, 2008, subject tocertain conditions.  On February 15,2008, CPT and CPL entered into the Australian Extension Deed, which extendedthe maturity date of the various short-term credit facilities and certainadditional facilities from February 15, 2008 to the earlier tooccur of (i) April 30, 2008, and (ii) the date on which anytrigger event occurs.  Trigger events include,among other things, defaults occurring due to defaults, borrowing orprepayments under credit facilities of certain affiliates and subsidiaries ofCPT, including the Amended July 2007 Revolving Facility and the SuperBridge Loan.  We are not an obligor underthese various short-term credit facilities, but the Amended July 2007Revolving Facility and the Super Bridge Loan are cross-defaulted with theAustralian Extension Deed.

 

*Preston Ridge Facility*

 

On February 14,2008, BPR LLC entered into a revolving credit facility (the Preston RidgeFacility) with JPMorgan Chase Bank, N.A. (as agent and a lender) and the otherlenders party thereto, pursuant to which it can borrow up to $80.0 million(only $40.0 million can be borrowed on or before April 30, 2008).  The Preston Ridge Facility is secured by theproperty owned by BPR LLC known as The Centre at Preston Ridge and has amaturity date of September 30, 2008, subject to certain conditions.  The Preston Ridge Facility is guaranteed byCentro Preston Ridge Member LLC, the sole member of BPR LLC.  Proceeds of the Preston Ridge Facility willbe used for development and redevelopment of certain properties and for generalcash flow of the Company. The Preston Ridge Facility is cross-defaulted withthe Amended July 2007 Revolving Facility, the Super Bridge Loan andcertain other credit facilities of affiliates of Super LLC.  Pursuant to the Contribution Agreement, BPRLLC and the debt associated therewith were transferred to the Residual JointVenture.

 

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**Competition**

** **

Weface considerable competition in the leasing of real estate, which is a highlycompetitive market. We compete (through our property manager) with a number ofother companies in providing leases to prospective tenants and in re-lettingspace to current tenants upon expiration of their respective leases. If ourtenants decide not to renew or extend their leases upon expiration, we may notbe able to re-let the space. Even if the tenants do renew or we can re-let thespace, the terms of renewal or re-letting, including the cost of requiredrenovations or concessions to tenants, may be less favorable or more costlythan current lease terms or than expectations for the space. We believe thatthe principal competitive factors in attracting tenants in our market areas arelocation, price, co-tenants and physical conditions of our properties. In thisregard, our property manager aggressively manages and, where appropriate, redevelopsand upgrades, our properties, with an emphasis on maintaining high occupancyrates and a strong base of nationally and regionally recognized anchor tenants,as well as local specialty tenants, that generate substantial daily traffic. Inaddition, we believe that the breadth of our national portfolio of properties,and the local knowledge and market intelligence of our regional operatingsystem, make us attractive to national, regional and local retailers.

 

Inaddition, we face significant competition for acquisitions of, and investmentsin, properties and real estate companies with an indeterminate number ofinvestors, including investors with access to significant capital such asdomestic and foreign corporations and financial institutions, publicly tradedand privately held REITs, private institutional investment funds, investmentbanking firms, life insurance companies and pension funds.  The current market for acquisitions continuesto be highly competitive. Nevertheless, we believe that our experience inoperating, acquiring, and developing community and neighborhood shoppingcenters should enable us to compete effectively.

 

**Environmental Exposure**

** **

We aresubject to federal, state and local environmental regulations that applygenerally to the ownership of real property and the operations conducted onreal property.  Under various federal,state and local laws, ordinances and regulations, we may be considered an owneror operator of real property or may have arranged for the disposal or treatmentof hazardous or toxic substances or petroleum product releases at a propertyand, therefore, may become liable for the costs of removal or remediation ofcertain hazardous substances released on or in our property or disposed of byus, as well as certain other potential costs which could relate to hazardous ortoxic substances (including governmental fines and injuries to persons andproperty).  Such liability may be imposedwhether or not we knew of, or were responsible for, the presence of thesehazardous or toxic substances.  As iscommon with community and neighborhood shopping centers, many of our propertieshad or have on-site dry cleaners and/or on-site gasoline facilities.  These operations could potentially result inenvironmental contamination at the properties. The cost of investigation, remediation or removal of such substances maybe substantial, and the presence of such substances, or the failure to properlyremediate such substances, may adversely affect our ability to sell or rentsuch property or to borrow using such property as collateral.

 

We areaware that soil and groundwater contamination exists at some of ourproperties.  The primary contaminants ofconcern at these properties include perchloroethylene and trichloroethylene(associated with the operations of on-site dry cleaners) and petroleumhydrocarbons (associated with the operations of on-site gasolinefacilities).  We also are aware thatasbestos-containing materials exist at some of our properties.  While we do not expect the environmentalconditions at our properties, considered as a whole, to have a material adverseeffect on us, there can be no assurance that this will be the case.  Further, no assurance can be given that anyenvironmental studies performed have identified or will identify all materialenvironmental conditions, that any prior owner of the properties did not createa material environmental condition not known to us or that a materialenvironmental condition does not otherwise exist with respect to any of ourproperties.

 

**Employees**

** **

As of December 31,2007, we had no employees.  Ouroperations are managed by the Management Joint Venture.

 

**Available Information**

** **

We have previouslyfiled periodic reports and other documents with the SEC.  Any document we file may be inspected,without charge, at the SEC’s public reference room at 100 F Street, N.E.Washington, D.C. 20549 or at the 

 

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SEC’s internet site address at *http://www.sec.gov*.Information related to the operation of the SEC’s public reference room may beobtained by calling the SEC at 1-800-SEC-0330.

 

**Financial Information about Industry Segments**

** **

Ourprincipal business is the ownership and development of community andneighborhood shopping centers. We do not distinguish or group our operations ona geographical basis when measuring performance.  All operations are within the United Statesand no tenant accounts for more than 10% of total revenue.  Accordingly, we believe we have a singlereportable segment for disclosure purposes in accordance with accountingprinciples generally accepted in the United States. See the Consolidated FinancialStatements and Notes thereto included in Item 8 of this Annual Report on Form 10-Kfor certain information required by Item 1.

 

**Item 1A. Risk Factors**

** **

Overview

 

Setforth below are the risks that we believe are material to investors whopurchase or own our securities that are not otherwise described in this AnnualReport on Form 10-K.  The occurrenceof any of the following factors or circumstances could adversely affect ourcash flows, financial condition, results of operations and/or our ability tomeet our operating expenses, including debt service and capital expenditureobligations, any or all of which could in turn cause a decline in the value ofour securities.

 

***We have substantial short-term liquidity obligations consistingprimarily of short-term indebtedness, which we may be unable to refinance onfavorable terms or at all. ***Wepresently have $306.8 million of debt under our Amended July 2007Revolving Facility scheduled to mature on the earlier to occur of (i) September 30,2008, and (ii) the date on which any trigger event under our Amended July 2007Revolving Facility occurs.  Wealso have an aggregate of $171.7 million of mortgage debt scheduled to matureduring 2008.  Until such time as we areable to put in place an appropriate liquidity facility or raise additionalcapital, we may be unable to refinance our short-term debt obligations onfavorable terms or at all.

 

On July 31,2007, we terminated and prepaid the $350.0 million April 2007 RevolvingFacility. Simultaneously with the prepayment and termination of the April 2007Revolving Facility, we entered into a new $350.0 million unsecured revolvingcredit facility (the July 2007 Revolving Facility) with Bank of AmericaN.A., as administrative agent, which effectively replaced the April 2007Revolving Facility.  The July 2007 RevolvingFacility was originally scheduled to mature on December 31, 2007.

 

Following ourentering into the July 2007 Revolving Facility and prior to its maturitydate we attempted to refinance the July 2007 Revolving Facility withlong-term financing.  As a result ofdislocations in the global credit markets shortly after our entering into the July 2007Revolving Facility, we were unable to obtain long-term financing onsatisfactory terms consistent with our long-term strategy and were required toseek an extension of the July 2007 Revolving Facility. On December 16,2007, we entered into the First Amendment to the July 2007 RevolvingFacility, which extended the maturity date to February 15, 2008, subjectto certain conditions, and increased the interest margin applicable to theloans under the July 2007 Revolving Facility.  On February 14, 2008, we entered intothe Revolving Facility Extension Agreement further amending the July 2007Revolving Facility. The Revolving Facility Extension Agreement extended theTermination Date from February 15, 2008 to the earlier to occur of (i) September 30,2008, and (ii) the date on which any trigger event occurs.  The applicable margin of the interest rateremained at 1.75%.  Trigger eventsinclude, among other things, defaults, borrowing or prepaymentsunder credit facilities of certain of our affiliates and a requirementthat, prior to April 30, 2008, CPT and CPL must extend the maturity ofcertain of their indebtedness to a date no earlier than September 30,2008.

 

As ofthe filing of this Form 10-K, our Australian parents, CPT and CPL, have notextended such indebtedness, although discussions are ongoing with regard to theextension of such facilities. If CPT and CPL are not able to extend thematurity date for various short-term credit facilities by April 30, 2008, a triggerevent will occur under the Revolving Facility Extension Agreement and the SuperBridge Loan Extension Agreement and defaults will occur under the Amended July 2007Revolving Facility and the Super Bridge Loan. Due to financing constraints of our Australian parents, it is unlikelythat they will be able to make additional equity contributions to alleviate anyshort-term liquidity issues we may encounter.

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In connection withour refinancing difficulties, our credit ratings were downgraded by Standard &Poor’s, Fitch Ratings and Moody’s, all to below investment grade. Standard &Poor’s cut its rating of us to CCC+, or “credit watch with developingimplications.”  Fitch Ratings cut itsrating of us to CCC, which is a “high default risk” or “rating watch negative.”Moody’s cut its rating of us to B3. There may be additional reductions in our ratings depending on ouroperating performance and our ability to refinance the Amended July 2007Revolving Facility.

 

Furthermore, undercertain agreements governing our joint venture investments, the venture maymake a capital call upon the venture members or partners to fund certain costsof operation.  Capital calls by a venturecould increase our short-term liquidity obligations.  If we are unable to satisfy our obligationspursuant to a capital call, we will be in breach of the agreement governing theparticular joint venture.

 

***We may be unable to refinance our debt obligations on favorable termsor at all.*** At thepresent time, we are working with our lenders to refinance our short-term debtobligations, but there can be no guarantee that we will be able to refinancethis debt on favorable terms or at all. Our ability to refinance our short-term debt obligations and ourability to undertake additional financings may be further adversely affected bythe downgrade in our credit ratings. If principal payments on debt due at maturity cannot be refinanced,extended or paid, we will be in default under our debt obligations, and we maybe forced to dispose of properties on disadvantageous terms.  If we are unable to refinance our short-termdebt obligations, we may also be unable to satisfy our other short-termliquidity obligations, which have historically consisted of funds necessary topay for operating and other expenses directly associated with our portfolio ofproperties (including regular maintenance items), interest expense andscheduled principal payments on our outstanding debt, capital expendituresincurred to facilitate the leasing of space (*e.g.*,tenant improvements and leasing commissions), and capital expenditures incurredin our development and redevelopment projects. If we are unable to satisfycertain of these additional short-term debt obligations, we may further beforced to dispose of properties on disadvantageous terms.

 

Inaddition, because we are no longer permitted to make draws under our Amended July 2007Revolving Facility and because of the restrictions imposed on us by theExtension Agreements and the Indentures, we may not be able to repay orrefinance mortgage debt that comes due while we still are in the process ofrefinancing our short-term debt obligations.

 

Also,each Class A Preferred Unit is redeemable for $33.15 plus all the limitedpartners of the DownREIT Partnership have a redemption right for their Class APreferred Units which will be exercisable starting April 20, 2008.  If all the limited partners exercised theirredemption rights, the DownREIT Partnership would be obligated to redeem the Class APreferred Units for an aggregate amount of approximately $83.2 million.  We currently as of the date of filing thisForm 10-K, do not have the cash to satisfy this redemption obligation and wemay be unable to satisfy this obligation if we are unable to refinance ourshort-term obligations and the restrictions imposed on us by the ExtensionAgreements remain in effect. Under such circumstances, we may have to sellcertain of our properties in an effort to satisfy this obligation. The limited partnersare not entitled to provide a notice of redemption prior to April 20, 2008.Therefore, at the date of this filing, information about the number of limitedpartners wishing to participate in the redemption right is not available.

 

***Cross-defaultprovisions in our borrowing arrangements increase the consequences of adefault.*****  TheAmended July 2007 Revolving Facility is cross-defaulted with the SuperBridge Loan, the Australian Extension Deed and the Preston Ridge Facility.  Accordingly, should an event of default occurunder any of these debt agreements, we face the prospect of being in defaultunder each of such debt instruments to which we are an obligor.  Although we are not an obligor under the SuperBridge Loan, the Preston Ridge Facility or the various short-term credit facilities coveredby the Australian Extension Deed, a default by any of the obligors pursuant toany of these debt facilities (through non-payment upon maturity, among otherthings)would, pursuant to the cross-default provisions, trigger a default under theAmended July 2007 Revolving Facility. In the event of a cross-default, we might not be able to obtainalternative financing for the defaulted obligations or, if we are able toobtain such financing, we might not be able to obtain it on terms acceptable tous.

 

***We are limited to financing any development and redevelopment costsfrom distributions received from the Residual Joint Venture that are fundedwith borrowings from the Preston Ridge Facility, and we may be unable tofinance development and redevelopment projects after exhaustion of the PrestonRidge Facility.*** Our current new development pipeline in our Consolidated Portfolio iscomprised of six projects, the aggregate cost of which, including costsincurred in prior years on these projects, is expected to be approximately$92.7 million.  We presently have $24.5million of costs, including costs incurred in prior years, attributable to ourpro rata share of redevelopment costs for 

 

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projects in our joint venture portfolio.  Our current redevelopment pipeline in ourConsolidated Portfolio is comprised of 27 projects, the aggregate cost ofwhich, including costs incurred in prior years on these projects, isexpected to be approximately $236.5 million. Our current outparcel development pipeline in our Consolidated Portfoliois comprised of three projects, the aggregate cost of which, including costsincurred in prior years on these projects, is expected to be approximately $9.0million.  Presently, we are limited tofinancing any development and redevelopment projects from distributionsreceived from the Residual Joint Venture that are funded with borrowings fromthe Preston Ridge Facility.  The ResidualJoint Venture has up to $80.0 million of borrowing available to it under thePreston Ridge Facility (only $40.0 million can be borrowed on or before April 30,2008).  If we are unable to negotiateadditional capacity under the Preston Ridge Facility or negotiate otherliquidity facilities, we may be unable to finance the balance of theseobligations following exhaustion of the Preston Ridge Facility.

 

***Our ability to continue as a going concern****.*  As a result of theliquidity risk factors discussed above, our need to restructure or further extendthe debt obligations covered by the Extension Agreements and/or our ultimate parents’need to restructure or further extend their debt obligations, there issubstantial doubt about our ability to continue as a going concern as indicatedin the Report of Independent Registered Public Accounting Firm.

 

Ourmanagement team continues to work closely with the counterparts of our ultimateparent investors (CPL and CPT), our lenders and lenders of Super LLC, CPL andCPT. We and our ultimate parent investors are focused on the extension of thedebt of our ultimate parents to at least September 30, 2008, as this isrequired under the Extension Agreements. After taking into account allavailable information, our ultimate parent investors have concluded that thereare reasonable grounds to believe the debt of our ultimate parents will be ableto be extended and/or refinanced to at least September 30, 2008.

 

Inconjunction with our ultimate parent investors, we are assessing a number ofoptions to address the current liquidity issues. The Extension Agreementscurrently prevent us from incurring any additional debt, therefore any newsources of long term financing would be required to be approved by our lendersunder the Extension Agreements.

 

Interms of potential equity investments, our ultimate parent investors areconsidering the option of obtaining third party equity investment which mayresult in equity contributions into us to assist with our liquidity position.

 

***Our financial covenants will restrict our operating and acquisitionactivities.**** *The Amended July 2007Revolving Facility and the indentures under which our senior unsecured debt isissued contain certain financial and operating covenants, including, amongother things, certain coverage ratios, as well as limitations on our ability toincur secured and unsecured debt, make dividend payments, sell all orsubstantially all of our assets and engage in mergers and consolidations andcertain acquisitions.  These covenants mayrestrict our ability to pursue certain business initiatives or certainacquisition transactions.  In addition,failure to meet any of these covenants, including the financial coverageratios, could cause an event of default under and/or accelerate some or all ofour indebtedness, which would have a material adverse effect on us.  Due to covenants in certain of our debtagreements, we are presently unable to incur additional indebtedness and thisrestriction will limit our flexibility in restructuring our existingindebtedness (including refinancing indebtedness coming due in 2008).

 

***Mortgage debt obligations expose us to the possibility of foreclosure,which could result in the loss of our investment in a property or group ofproperties subject to mortgage debt.***  As of December 31, 2007, we hadapproximately $438.2 million of mortgage debt outstanding, excluding the impactof unamortized premiums.  If a propertyor group of properties is mortgaged to secure payment of debt and we are unableto meet mortgage payments, the holder of the mortgage or lender in other thannormal circumstances could foreclose on the property, resulting in loss of ourinvestment.  Alternatively, if we decideto sell assets in the current market in other than normal circumstances toraise funds to repay matured debt, it is possible that these properties may bedisposed of at a loss. Our recent inability to obtain long-term financing onsatisfactory terms consistent with our long-term strategy may hinder ourability to satisfy our mortgage debt obligations or to refinance existingmortgage debt as it becomes due.  Also,certain of our mortgages contain customary negative covenants which, amongother things, limit our ability, without the prior consent of the lender, tofurther mortgage the property, to enter into new leases or materially modifyexisting leases, and to discontinue insurance coverage.

 

Thematters discussed herein under “Recent Developments” have also made itdifficult for us to refinance property level debt in the ordinary course, andwe were required to pay higher interest rates on certain property level debtbecause we were unable to refinance such debt.

 

***Our degree of leverage could limit our ability to obtain additionalfinancing and adversely affect our business and financial condition.***  Our organizational documents do not containany limitation on the incurrence of debt. The degree of our leverage could have important consequences, including:

 

·                  requiring us to dedicate a substantial portion of ourfunds from operations to servicing our debt;

 

·                  affecting our ability to obtain additional financingin the future for working capital, capital expenditures, acquisitions,development or other general purposes; and

 

·                  making us more vulnerable to economic and industrydownturns.

 

Inaddition, as a result of the financial and operating covenants described below,our leverage could reduce our flexibility in conducting our business andplanning for, or reacting to, changes in our business and in the real estateindustry.

 

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

 

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·                  changes in national, regional and localeconomic climate;

·                  local conditions, including an oversupplyof space in properties similar to those that we own, or a reduction in demandfor properties similar to those that we own;

·                  the attractiveness of our properties totenants;

·                  the financial stability of tenants,including the ability of tenants to pay rent;

·                  competition from other availableproperties;

·                  changes in market rental rates;

·                  the need to periodically fund the coststo repair, renovate and re-let space;

·                  changes in operating costs, includingcosts for maintenance, insurance and real estate taxes;

·                  earthquakes, tornados, hurricanes andother natural disasters, civil unrest, terrorist acts or acts of war, which mayresult in uninsured or underinsured losses;

·                  the fact that the expenses of owning andoperating properties are not necessarily reduced when circumstances such asmarket factors and competition cause a reduction in income from the properties;and

·                  changes in laws and governmental regulations,including those governing usage, zoning, the environment and taxes.

 

***Weidentified material weaknesses in connection with internal controls overfinancial reporting that, unless remedied, could have a material adverse effecton our external financial reporting.***  For the yearended December 31, 2007, management identified two material weaknesses in ourinternal controls over financial reporting. First, we had insufficient internal controls relating to our operations,accounting and legal functions to adequately communicate, understand andinitially evaluate the accounting for complex post-Merger activities.  Management believes that the principal issuessurrounding this weakness related to the integration activities that weundertook following the Merger and Liquidation. While this material weakness did not result in any improper accountingby us, management is committed to remedying the deficiency.  Management plans to remedy this deficiency byinstituting additional internal controls that will require our property managerto report a greater range of activities to our accounting and legalfunctions.  Second, we did not maintain effective controls over the accuracyand disclosure of our property and asset management rights accounts.  Specifically, effective controls were notdesigned and in place to ensure that an adequate impairment analysis wasaccurately conducted, reviewed, and approved in order to identify and recordimpairments as required under GAAP.  Thiscontrol deficiency resulted in a misstatement of our intangible assets and inthe restatement of our consolidated financial statements for the period fromApril 5, 2007 through December 31, 2007, and the Company hasrestated its consolidated financial statements in this Amendment No. 1 to Form10-K as of and for the year ended December 31, 2007 to reflect an additional$77.7 million impairment charge on intangible assets.  Any failure to achieve and maintain effectivecontrol over financial reporting could cause us to fail to meet our reportingobligations and could require that we further restate our financial statementsfor prior periods.

 

***Downturns in the retailing industry likely will have a direct impact onour performance. ***Ourproperties consist of community and neighborhood shopping centers and otherretail properties.  Our performancetherefore is linked to economic conditions in the market for retail spacegenerally, and a decrease in the demand for retail space may have a greateradverse effect on our business and financial condition than if we owned a morediversified real estate portfolio.  Themarket for retail space has been or could be adversely affected by weakness inthe national, regional and local economies, the adverse financial condition ofsome large retailing companies, the ongoing consolidation in the retail sector,the excess amount of retail space in a number of markets, and increasingconsumer purchases through catalogues and the Internet.  To the extent that any of these conditionsoccur, they are likely to impact market rents for retail space and couldadversely affect our business.

 

***Failure by any anchor tenant with leases in multiple locations to makerental payments to us, because of a deterioration of its financial condition orotherwise, could seriously harm our performance.***** Our performancedepends on our ability to collect rent, through our property manager, fromtenants.  At any time, our tenants mayexperience a downturn in their business that may significantly weaken theirfinancial condition.  As a result, ourtenants may delay a number of lease commencements, decline to extend or renew anumber of leases upon expiration, fail to make rental payments when due under anumber of leases, close a number of stores or declare bankruptcy.  Any of these actions could result in thetermination of the tenant’s leases, or expiration of existing leases withoutrenewal, and the loss of rental income attributable to the terminated orexpired leases.  In addition, leaseterminations by an anchor tenant or a failure by that anchor tenant to occupythe premises could result in lease terminations or reductions in rent by othertenants in the same shopping centers under the terms of some leases.  In that event, our property manager may beunable to re-lease the vacated space at attractive rents or at all.  The occurrence of any of the situationsdescribed above, particularly if it involves a substantial tenant with leasesin multiple locations, could seriously harm our performance.  As of December 31, 2007, our largesttenants were The Kroger Co., Sears Holdings Corp., and Wal-Mart Stores, thescheduled ABR for which represented 5.7%, 3.3% and 3.3%, respectively, of ourtotal ABR excluding our pro rata share of ABR generated by properties owned byunconsolidated joint ventures.

 

***We may be unable to collect balances due from any tenants inbankruptcy.*** Wecannot assure you that any tenant that files for bankruptcy protection willcontinue to pay us rent.  A bankruptcyfiling by or relating to one of our tenants or a lease guarantor would bar allefforts by us to collect pre-bankruptcy debts from that tenant or the leaseguarantor, or their property, unless we receive an order permitting us to do sofrom the bankruptcy court.  A tenant orlease guarantor bankruptcy could delay our efforts to collect past due balancesunder the relevant leases, and could ultimately preclude collection of thesesums.  If a lease is assumed by thetenant in bankruptcy, all pre-bankruptcy balances due under the lease must bepaid to us in full.  However, if a leaseis rejected by a tenant in bankruptcy, we would have only a general unsecuredclaim for damages.  Any unsecured claimwe hold may be paid only to the extent that funds are available and only in thesame percentage as is paid to all other holders of unsecured claims, and thereare restrictions under bankruptcy laws that limit the amount of the claim wecan make if a lease is rejected.  As aresult, it is likely that we will recover substantially less than the fullvalue of any unsecured claims we hold from a bankrupt tenant.

 

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***Current and future development and redevelopment of real estateproperties may not yield expected returns and may strain management resources.***  We are actively involved in several ongoingredevelopment projects, and in the past few years have become more activelyinvolved in development projects.  Wealso expect to invest in additional development and redevelopment projects inthe future.

 

Redevelopmentand new development of properties are subject to a number of risks, includingthe following:

 

·                  abandonment of development activities after expendingresources to determine feasibility;

·                  construction and/or lease-up delays;

·                  cost overruns, including construction costs thatexceed our original estimates;

·                  failure to achieve expected occupancy and/or rentlevels within the projected time frame, if at all; and

·                  delays with respect to obtaining or the inability toobtain necessary zoning, occupancy, land use and other     governmentalpermits, and changes in zoning and land use laws.

 

If anyof these problems occur, overall project costs may significantly exceed thecosts that were estimated when the project was originally undertaken, whichwill result in reduced returns, or even losses, from such investments.  In addition, delays in the completion of adevelopment or redevelopment project may provide various tenants the right towithdraw from a property.

 

Inconnection with the First Amendment to the July 2007 Revolving Facility,we are no longer permitted to make draws under our Amended July 2007 RevolvingFacility, and are limited to financing any development and redevelopment costsfrom distributions received from the Residual Joint Venture that are fundedwith borrowings from the Preston Ridge Facility.  The Residual Joint Venture has up to $80.0 millionof borrowing available to it under the Preston Ridge Facility (only $40.0million can be borrowed on or before April 30, 2008). If we are unable to negotiate additionalcapacity under the Preston Ridge Facility or negotiate other liquidity facilities,we may be unable to finance further development and redevelopment followingexhaustion of the Preston Ridge Facility.

 

***Our current and future joint venture investments could be adverselyaffected by a lack of sole decision-making authority and our reliance on jointventure partners’ financial condition.***  In some of our joint ventures, we haveinvested as a co-venturer or partner in the development or redevelopment of newproperties, instead of developing projects directly.  These investments involve risks not presentin a wholly owned development or redevelopment project, including thefollowing:

 

·      in these investments, we do not have exclusive controlover the development, financing, leasing, management and    otheraspects of the project, which may prevent us from taking actions that areopposed by our joint venture    partners;

·      we may be required to obtain prior consent from ourco-venturers or partners for a sale or transfer to a third party of    ourinterests in the joint venture, which restricts our ability to dispose of ourinterest in the joint venture;

·      our co-venturers or partners might have interests orgoals that are inconsistent with our interests or goals, and may    bein a position to take actions contrary to our interests or otherwise impede ourobjectives;

·      our co-venturers or partners also might becomeinsolvent or bankrupt, which may delay construction or development    ofa property or increase our financial commitment to the joint venture;

·      such investments have the potential risk of impasse oncertain major decisions, such as a sale, because neither we    norour partner or co-venturer typically have full control over the joint venture;

·      any disputes that may arise between us and our jointventure partners could result in litigation or arbitration that    couldincrease our expenses and distract management from focusing their time andeffort on our business; and

·      we might be liable for the actions of our jointventure partners in certain circumstances.

 

As of December 31,2007, we had approximately $475.6 million of investments in and advances to tenunconsolidated joint ventures that own an aggregate of 234 properties.  The largest of these investments is ourinvestment in the Residual Joint Venture. We have a 49% equity interest in the Residual Joint Venture.  Our investment in the Residual Joint Ventureis subject to the risks described above for jointly owned investments.  As of March 31, 2008, this joint venturewas comprised of 110 stabilized assets and three assets undergoingredevelopment.

 

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***Real estate property investments are illiquid, and therefore we may notbe able to dispose of properties when appropriate or on favorable terms.*** Real estate property investments generallycannot be disposed of quickly.  Return ofcapital and realization of gains, if any, from an investment generally willoccur upon disposition or refinance of the underlying property. We may beunable to realize our investment objectives by sale, other disposition orrefinance at attractive prices within any given period of time or may otherwisebe unable to complete any exit strategy. In particular, these risks could arisefrom weakness in or even the lack of an established market for a property,changes in the financial condition or prospects of prospective purchasers,changes in national or international economic conditions, and changes in laws,regulations or fiscal policies of jurisdictions in which the property islocated.  Therefore, we may not beable to vary our portfolio in response to economic or other conditions promptlyor on favorable terms, which may adversely affect our financial position.

 

***Some potential losses are not covered by insurance, so we could lose asignificant portion of our investment in a property.***  We carry comprehensive liability, fire,extended coverage, rental loss and acts of terrorism insurance on all of ourproperties.  We believe the policyspecifications and insured limits of these policies are adequate andappropriate given the relative risk of loss, the cost of the coverage andindustry practice.  There are, however,certain types of losses, including lease and other contract claims, acts of warand acts of God, and, in some cases, flooding, that generally are not insured,either because such coverage is not available or is not available atcommercially reasonable rates.  If weexperience a loss which is uninsured or which exceeds policy limits, wecould lose a significant portion of the capital we have invested in the damagedproperty, as well as the anticipated future revenue from the property.  Inflation, changes in building codes andordinances, environmental considerations, and other factors also might make itimpractical or undesirable to use insurance proceeds to replace a propertyafter it has been damaged or destroyed.  In addition,if the damaged properties are subject to recourse indebtedness, we wouldcontinue to be liable for the indebtedness, even if these properties wereirreparably damaged.

 

***There can be no assurance as to future costs and the scope of coveragethat may be available under insurance policies.***Althoughwe believe our properties are adequately covered by insurance, we cannotpredict at this time if we will be able to obtain full coverage in the futureat a reasonable cost.  The costsassociated with property and casualty renewals may be higher than anticipated.

 

***We currently have variable rate debt obligations, which could besubstantial in the future and may impede our operating performance and put usat a competitive disadvantage.***  As of December 31, 2007, we hadapproximately $562.0 million of outstanding floating rate debt, including theimpact of swaps, maturing at various times up to September 1, 2011.  In addition, we could increase the amount ofour outstanding variable rate debt in the future in part by borrowing under theAmended July 2007 Revolving Facility, which bears interest at a variablerate.  In connection with the FirstAmendment to the July 2007 Revolving Facility, we are presently notpermitted to make draws under our Amended July 2007 RevolvingFacility.  Furthermore, the rates on ourvariable rate indebtedness increase when interest rates increase.  Interest rates are currently low relative tohistorical levels and may increase significantly in the future.  Increases in interest rates, or the loss ofthe benefits of any hedging agreements that we might have, would increase ourinterest expense, which would adversely affect cash flow and our ability toservice debt.

 

Hedgingagreements enable us to convert floating rate liabilities to fixed rateliabilities or fixed rate liabilities to floating rate liabilities.  Hedging agreements expose us to the risk thatthe counterparties to such agreements may not perform, even though thecounterparties to hedging agreements that we enter into are major financialinstitutions, which could increase our exposure to fluctuating interest rates.  In addition, hedging agreements may involvecosts, such as transaction fees or breakage costs, if we terminate them.  As of December 31, 2007, we were a partyto two hedging agreements.

 

Asdiscussed above, we may borrow additional money with floating interest rates inthe future.  Increases in interest rates,or the loss of the benefits of our existing or future hedging agreements, wouldincrease our interest expense, which would adversely affect cash flow and ourability to service our debt.  Futureincreases in interest rates will increase our interest expense as compared tothe fixed rate debt underlying our hedging agreements and could result in ourmaking payments to unwind such agreements.

 

***Environmental problems that exist at some of our properties couldresult in significant unexpected costs. ***Weare subject to federal, state and local environmental regulations that applygenerally to the ownership of real property and the operations conducted onreal property.  Under various federal,state and local laws, ordinances and regulations, we may be considered an owneror operator of real property or may have arranged for the disposal or treatmentof hazardous 

 

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or toxic substances or petroleum product releases at aproperty and, therefore, may become liable for the costs of removal orremediation of certain hazardous substances released on or in our property ordisposed of by us, as well as certain other potential costs which could relateto hazardous or toxic substances (including governmental fines and injuries topersons and property).  Such liabilitymay be imposed whether or not we knew of, or were responsible for, the presenceof these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many ofour properties had or have on-site dry cleaners and/or on-site gasolinefacilities.  These operations couldpotentially result in environmental contamination at the properties.  The cost of investigation, remediation orremoval of such substances may be substantial, and the presence of suchsubstances, or the failure to properly remediate such substances, may adverselyaffect our ability to sell or rent such property or to borrow using suchproperty as collateral.

 

We areaware that soil and groundwater contamination exists at some of ourproperties.  The primary contaminants ofconcern at these properties include perchloroethylene and trichloroethylene(associated with the operations of on-site dry cleaners) and petroleumhydrocarbons (associated with the operations of on-site gasolinefacilities).  We also are aware thatasbestos-containing materials exist at some of our properties.  While we do not expect the environmentalconditions at our properties, considered as a whole, to have a material adverseeffect on us, there can be no assurance that this will be the case.  Further, no assurance can be given that anyenvironmental studies performed have identified or will identify all materialenvironmental conditions, that any prior owner of the properties did not createa material environmental condition not known to us or that a materialenvironmental condition does not otherwise exist with respect to any of ourproperties.

 

Furtherinformation relating to recognition of remediation obligation in accordancewith generally accepted accounting principles is provided in the ConsolidatedFinancial Statements and notes thereto included in Item 8 of this Annual Reporton Form 10-K.

 

***We face considerable competition in the leasing market and may beunable to renew leases or re-let space as leases expire****.*  Through ourproperty manager, we compete with a number of other companies in providing leasesto prospective tenants and in re-letting space to current tenants uponexpiration of their respective leases. If our tenants decide not to renew or extend their leases uponexpiration, we may not be able to re-let the space.  Even if the tenants do renew or we can re-letthe space, the terms of renewal or re-letting, including the cost of requiredrenovations or concessions to tenants, may be less favorable or more costlythan current lease terms or than expectations for the space.  As of December 31, 2007, leases werescheduled to expire on a total of approximately 10% of the space at ourproperties (excluding our pro rata share of properties owned by unconsolidatedjoint ventures) through 2008.  Ourproperty manager may be unable to promptly renew the leases or re-let thisspace, or the rental rates upon renewal or re-letting may be significantlylower than expected rates.

 

**Item 1B.         *Unresolved SEC StaffComments***

 

                        None.

 

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**Item 2*.            Properties***

 

Thefollowing table sets forth certain information as of December 31, 2007regarding our Consolidated Portfolio properties on a state-by-state basis:

 
| ** **     | ** ** | **Number of**  | ** ** | **Percent** | ** ** | ** **  | ** ** | **Percent of**        | ** ** |
|----------------|------------|----------------|------------|-------------|------------|-------------|------------|-----------------------|------------|
| **State**      | ** ** | **Properties** | ** ** | **Leased**  | ** ** | **GLA (1)** | ** ** | **Scheduled ABR (2)** | ** ** |
| Alabama        |       | 4              |       | 70          | %          | 471,866     |       | 0.6                   | %          |
| Arizona        |       | 2              |       | 80          | %          | 432,627     |       | 0.9                   | %          |
| Arkansas       |       | 1              |       | 100         | %          | 60,842      |       | —                |       |
| California     |       | 9              |       | 98          | %          | 1,610,223   |       | 6.8                   | %          |
| Colorado       |       | 3              |       | 91          | %          | 494,275     |       | 1.8                   | %          |
| Connecticut    |       | 1              |       | 90          | %          | 104,236     |       | 0.2                   | %          |
| Florida        |       | 24             |       | 85          | %          | 3,713,599   |       | 10.6                  | %          |
| Georgia        |       | 19             |       | 91          | %          | 2,249,376   |       | 5.0                   | %          |
| Illinois       |       | 6              |       | 88          | %          | 1,005,815   |       | 3.1                   | %          |
| Indiana        |       | 5              |       | 89          | %          | 683,152     |       | 1.3                   | %          |
| Iowa           |       | 2              |       | 87          | %          | 279,826     |       | 0.4                   | %          |
| Kentucky       |       | 9              |       | 96          | %          | 1,731,486   |       | 4.4                   | %          |
| Louisiana      |       | 4              |       | 87          | %          | 524,612     |       | 0.9                   | %          |
| Maryland       |       | 2              |       | 72          | %          | 163,161     |       | 0.3                   | %          |
| Massachusetts  |       | 1              |       | 85          | %          | 201,875     |       | 0.3                   | %          |
| Michigan       |       | 11             |       | 89          | %          | 1,453,208   |       | 4.3                   | %          |
| Minnesota      |       | 1              |       | 73          | %          | 55,715      |       | 0.1                   | %          |
| Mississippi    |       | 1              |       | 87          | %          | 126,773     |       | 0.1                   | %          |
| Nevada         |       | 1              |       | 57          | %          | 167,296     |       | 0.3                   | %          |
| New Jersey     |       | 6              |       | 97          | %          | 744,586     |       | 2.8                   | %          |
| New Mexico     |       | 2              |       | 100         | %          | 97,384      |       | 0.3                   | %          |
| New York       |       | 15             |       | 90          | %          | 2,003,668   |       | 6.8                   | %          |
| North Carolina |       | 9              |       | 91          | %          | 1,035,735   |       | 1.7                   | %          |
| Ohio           |       | 24             |       | 84          | %          | 4,600,916   |       | 9.7                   | %          |
| Oklahoma       |       | 1              |       | 90          | %          | 186,851     |       | 0.5                   | %          |
| Pennsylvania   |       | 11             |       | 86          | %          | 2,120,221   |       | 6.2                   | %          |
| Rhode Island   |       | 1              |       | 93          | %          | 148,126     |       | 0.4                   | %          |
| South Carolina |       | 4              |       | 88          | %          | 817,226     |       | 1.9                   | %          |
| Tennessee      |       | 14             |       | 86          | %          | 2,104,018   |       | 4.4                   | %          |
| Texas          |       | 63             |       | 93          | %          | 7,635,222   |       | 22.1                  | %          |
| Virginia       |       | 5              |       | 84          | %          | 650,445     |       | 1.5                   | %          |
| Wyoming        |       | 1              |       | 83          | %          | 155,022     |       | 0.3                   | %          |
|           |       | 262            |       | 89          | %          | 37,829,383  |       | 100                   | %          |

 

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(1)   GLArepresents gross leasable area in square feet.

(2)   ABRrepresents 2007 scheduled ABR based on contractual minimum lease payments as ofDecember 31, 2007.

 

Of the 262 properties in our ConsolidatedPortfolio, 258 properties are held in fee simple, and four properties are heldpursuant to ground leases, which ground leases constitute an aggregate of 0.5million rentable square feet and expire between 2027 and 2031.

 

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As of December 31,2007, we owned interests in 496 properties, including 234 properties heldthrough unconsolidated joint ventures. The following table sets forth certain information as of December 31,2007 regarding our properties on a state-by-state basis, and includes our prorata share of unconsolidated joint venture properties:

 
| ** **     | ** ** | **Number of**  | ** ** | **Percent** | ** ** | ** **       | ** ** | **Percent of**                  | ** ** |
|----------------|------------|----------------|------------|-------------|------------|------------------|------------|---------------------------------|------------|
| **State**      | ** ** | **Properties** | ** ** | **Leased**  | ** ** | **GLA (1)** | ** ** | **Scheduled ABR (2)** | ** ** |
| Alabama        |       | 9              |       | 89          | %          | 1,775,340        |       | 2.2                             | %          |
| Arizona        |       | 5              |       | 89          | %          | 804,792          |       | 0.9                             | %          |
| Arkansas       |       | 2              |       | 70          | %          | 241,361          |       | 0.1                             | %          |
| California     |       | 13             |       | 98          | %          | 2,260,784        |       | 4.3                             | %          |
| Colorado       |       | 6              |       | 97          | %          | 1,481,200        |       | 2.7                             | %          |
| Connecticut    |       | 14             |       | 97          | %          | 2,314,956        |       | 4.0                             | %          |
| Florida        |       | 43             |       | 90          | %          | 6,810,234        |       | 9.7                             | %          |
| Georgia        |       | 37             |       | 92          | %          | 5,145,595        |       | 6.2                             | %          |
| Illinois       |       | 16             |       | 91          | %          | 2,829,874        |       | 4.1                             | %          |
| Indiana        |       | 12             |       | 88          | %          | 1,912,146        |       | 2.0                             | %          |
| Iowa           |       | 3              |       | 90          | %          | 549,291          |       | 0.4                             | %          |
| Kansas         |       | 2              |       | 89          | %          | 267,592          |       | 0.3                             | %          |
| Kentucky       |       | 16             |       | 96          | %          | 3,026,001        |       | 3.7                             | %          |
| Louisiana      |       | 5              |       | 89          | %          | 624,850          |       | 0.5                             | %          |
| Maine          |       | 2              |       | 100         | %          | 274,026          |       | 0.2                             | %          |
| Maryland       |       | 2              |       | 72          | %          | 163,161          |       | 0.1                             | %          |
| Massachusetts  |       | 7              |       | 87          | %          | 810,445          |       | 1.1                             | %          |
| Michigan       |       | 23             |       | 88          | %          | 3,662,778        |       | 4.2                             | %          |
| Minnesota      |       | 8              |       | 96          | %          | 1,077,521        |       | 1.7                             | %          |
| Mississippi    |       | 2              |       | 92          | %          | 206,773          |       | 0.1                             | %          |
| Missouri       |       | 3              |       | 91          | %          | 446,998          |       | 0.5                             | %          |
| Nevada         |       | 5              |       | 89          | %          | 735,325          |       | 1.3                             | %          |
| New Hampshire  |       | 3              |       | 94          | %          | 369,385          |       | 0.6                             | %          |
| New Jersey     |       | 8              |       | 97          | %          | 928,624          |       | 1.6                             | %          |
| New Mexico     |       | 3              |       | 99          | %          | 226,096          |       | 0.3                             | %          |
| New York       |       | 28             |       | 95          | %          | 4,653,672        |       | 7.7                             | %          |
| North Carolina |       | 20             |       | 95          | %          | 2,872,619        |       | 3.3                             | %          |
| Ohio           |       | 36             |       | 88          | %          | 6,622,668        |       | 7.3                             | %          |
| Oklahoma       |       | 2              |       | 95          | %          | 481,464          |       | 0.8                             | %          |
| Pennsylvania   |       | 17             |       | 89          | %          | 3,241,151        |       | 4.1                             | %          |
| Rhode Island   |       | 1              |       | 93          | %          | 148,126          |       | 0.2                             | %          |
| South Carolina |       | 8              |       | 91          | %          | 1,259,260        |       | 1.5                             | %          |
| Tennessee      |       | 28             |       | 91          | %          | 4,055,729        |       | 4.5                             | %          |
| Texas          |       | 84             |       | 94          | %          | 10,638,364       |       | 14.4                            | %          |
| Virginia       |       | 14             |       | 93          | %          | 1,808,564        |       | 2.3                             | %          |
| Vermont        |       | 1              |       | 96          | %          | 224,514          |       | 0.3                             | %          |
| West Virginia  |       | 3              |       | 98          | %          | 357,606          |       | 0.4                             | %          |
| Wisconsin      |       | 4              |       | 93          | %          | 646,214          |       | 0.5                             | %          |
| Wyoming        |       | 1              |       | 83          | %          | 155,022          |       | 0.1                             | %          |
|           |       | 496            |       | 92          | %          | 76,110,121       |       | 100.0                           | %          |

 

----

(1)   GLArepresents gross leasable area in square feet.

(2)   ABRrepresents 2007 scheduled ABR based on contractual minimum lease payments as ofDecember 31, 2007.

 

Thefollowing table sets forth a schedule of lease expirations for leases in placewithin our Consolidated Portfolio as of December 31, 2007 for each of thenext ten years and thereafter, assuming no exercise of renewal options or baserent escalations over the lease term.

 
| ** ** | ** ** | **Number of**       | ** ** | **Leased** | ** ** | **Percent of** | ** ** |
|------------|------------|---------------------|------------|------------|------------|----------------|------------|
| ** ** | ** ** | **Leases Expiring** | ** ** | **GLA**    | ** ** | **Total ABR**  | ** ** |
| 2008       |       | 825                 |       | 3,725,421  |       | 10.0           | %          |
| 2009       |       | 886                 |       | 4,362,435  |       | 12.4           | %          |
| 2010       |       | 839                 |       | 5,256,181  |       | 13.8           | %          |
| 2011       |       | 666                 |       | 4,236,453  |       | 12.0           | %          |
| 2012       |       | 554                 |       | 3,669,498  |       | 10.5           | %          |
| 2013       |       | 193                 |       | 2,092,825  |       | 4.7            | %          |
| 2014       |       | 108                 |       | 1,705,823  |       | 4.3            | %          |
| 2015       |       | 138                 |       | 2,782,443  |       | 7.4            | %          |
| 2016       |       | 127                 |       | 2,751,444  |       | 6.7            | %          |
| 2017+      |       | 337                 |       | 6,901,164  |       | 18.2           | %          |
|       |       | 4,673               |       | 37,483,687 |       | 100.0          | %          |

 

**Item 3*.            Legal Proceedings***

 

We arenot presently involved in any material litigation arising outside the ordinarycourse of our business.  However, we areinvolved in routine litigation arising in the ordinary course of business, noneof which is believed to be material in light of reserves taken by us.

 

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

 

No matters were submitted to a vote of Super LLC, oursole security holder, during the fourth quarter of 2007.

 

23

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**PART II**

 

**Item 5***.**                                  ****Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities***

 

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

 

New Plan declared dividends of approximately $39.0million for the period from January 1, 2007 to April 20, 2007 (amountdoes not include increases to the dividend payable on New Plan’s Series Ddepository shares to account for the “step-up” in the dividend rate).  All dividends had been paid to holders of ourpredecessor’s common stock as at December 31, 2007.

 

24

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**Item 6.              SelectedFinancial Data**

 

Thefollowing table shows our selected consolidated financial data and historicalfinancial data for our predecessor for the periods indicated.  This information should be read together withour audited financial statements including the period ended December 31, 2007 whichhas been restated as discussed in Note 1 to the consolidated financialstatements and Management’s Discussion and Analysis of the Financial Conditionand Results of Operations included elsewhere in this Annual Report on Form 10-K.

 
| ** **                                                                  | ** ** | **Company**                                                          | ** ** | **Predecessor**                                       | ** ** |
|-----------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                                                  | ** ** | **As Restated  Period from April 5, through December 31,** | ** ** | **Period from January 1, through April 4,** | ** ** | **Years Ended December 31,** | ** ** |
| ** **                                                                  | ** ** | **2007**                                                             | ** ** | **2007**                                              | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **                                                                  | ** ** | **(In  thousands, except per share amounts)**                        | ** ** |
| **Statement of Operations Data:**                                           |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Rental revenues:                                                            |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Rental income                                                               |       | $                                                                    | 311,138    |                                                  | $          | 92,455 |   | $ | 336,475 |   | $ | 359,372 |   | $ | 367,200 |   | $ | 343,719 |   |
| Percentage rents                                                            |       | 2,463                                                                |       | 2,169                                                 |       | 4,903 |   | 5,811 |   | 5,979 |   | 6,347 |   |
| Expense  reimbursements                                                     |       | 79,115                                                               |       | 27,730                                                |       | 101,512 |   | 97,728 |   | 92,717 |   | 93,376 |   |
| Fee income                                                                  |       | 21,952                                                               |       | 8,832                                                 |       | 16,660 |   | 10,957 |   | 4,797 |   | 5,265 |   |
| Total rental  revenues                                                      |       | 414,668                                                              |       | 131,186                                               |       | 459,550 |   | 473,868 |   | 470,693 |   | 448,707 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Expenses:                                                                   |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Operating costs                                                             |       | 60,635                                                               |       | 22,012                                                |       | 73,093 |   | 75,595 |   | 79,199 |   | 81,931 |   |
| Real estate  taxes                                                          |       | 48,113                                                               |       | 17,210                                                |       | 59,762 |   | 64,492 |   | 58,619 |   | 55,882 |   |
| Depreciation and  amortization                                              |       | 189,063                                                              |       | 25,841                                                |       | 89,048 |   | 89,831 |   | 86,359 |   | 73,326 |   |
| Provision for  doubtful accounts                                            |       | 3,141                                                                |       | 3,277                                                 |       | 7,949 |   | 11,167 |   | 8,764 |   | 6,810 |   |
| Impairment of  real estate                                                  |       | 27,775                                                               |       | —                                                |       | — |   | 859 |   | 43 |   | 3,536 |   |
| Impairment of  goodwill and other intangibles                               |       | 552,851                                                              |       | —                                                |       | — |   | — |   | — |   | — |   |
| General and  administrative                                                 |       | 20,538                                                               |       | 51,932                                                |       | 28,674 |   | 26,359 |   | 17,675 |   | 18,225 |   |
| Total expenses                                                              |       | 902,116                                                              |       | 120,272                                               |       | 258,526 |   | 268,303 |   | 250,659 |   | 239,710 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
|                                                                        |       | (487,448                                                             | )          | 10,914                                                |       | 201,024 |   | 205,565 |   | 220,034 |   | 208,997 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Other income and  expenses:                                                 |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Interest,  dividend and other income                                        |       | 4,724                                                                |       | 1,524                                                 |       | 4,016 |   | 4,219 |   | 3,631 |   | 4,130 |   |
| Equity in income  of unconsolidated ventures                                |       | 2,576                                                                |       | 974                                                   |       | 5,143 |   | 4,046 |   | 2,378 |   | 3,438 |   |
| Interest expense                                                            |       | (78,802                                                              | )          | (26,845                                               | )          | (94,202 | ) | (118,043 | ) | (106,042 | ) | (100,987 | ) |
| Minority  interest in income of consolidated partnership and joint ventures |       | (5,956                                                               | )          | (297                                                  | )          | (745 | ) | (5,953 | ) | (796 | ) | (1,554 | ) |
| (Loss) income  from continuing operations                                   |       | (564,906                                                             | )          | (13,730                                               | )          | 115,236 |   | 89,834 |   | 119,205 |   | 114,024 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Discontinued operations:                                                    |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Results of  discontinued operations                                         |       | 274                                                                  |       | 657                                                   |       | 6,239 |   | 11,794 |   | 14,744 |   | 17,932 |   |
| Gain (loss) on  sale of discontinued operations                             |       | —                                                               |       | 2,464                                                 |       | 14,648 |   | 17,788 |   | (1,139 | ) | 4,018 |   |
| Impairment of  real estate held for sale                                    |       | —                                                               |       | —                                                |       | (907 | ) | — |   | (88 | ) | (6,953 | ) |
| Income from  discontinued operations                                        |       | 274                                                                  |       | 3,121                                                 |       | 19,980 |   | 29,582 |   | 13,517 |   | 14,997 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| (Loss) income  before gain on sale of real estate                           |       | (564,632                                                             | )          | (10,609                                               | )          | 135,216 |   | 119,416 |   | 132,722 |   | 129,021 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Gain on sale of  real estate                                                |       | —                                                               |       | —                                                |       | 1 |   | 186,908 |   | 1,218 |   | — |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Net (loss)  income                                                          |       | $                                                                    | (564,632   | )                                                     | $          | (10,609 | ) | $ | 135,217 |   | $ | 306,324 |   | $ | 133,940 |   | $ | 129,021 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Net income  (loss) available to common stock – basic                   |       | —                                                               |       | $                                                     | (22,688    | ) | $ | 113,251 |   | $ | 284,436 |   | $ | 112,470 |   | $ | 107,221 |   |
| Net income  (loss) available to common stock – diluted                 |       | —                                                               |       | $                                                     | (22,391    | ) | $ | 113,996 |   | $ | 289,506 |   | $ | 113,266 |   | $ | 108,776 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Basic earnings  (loss) per common share:                                    |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| (Loss) earnings  per share – continuing operations                     |       | —                                                               |       | $                                                     | (0.25      | ) | $ | 0.88 |   | $ | 2.46 |   | $ | 0.98 |   | $ | 0.95 |   |
| Earnings per  share - discontinued operations                               |       | —                                                               |       | 0.03                                                  |       | 0.21 |   | 0.29 |   | 0.13 |   | 0.15 |   |
| Basic (loss)  earnings per common share                                     |       | —                                                               |       | $                                                     | (0.22      | ) | $ | 1.09 |   | $ | 2.75 |   | $ | 1.11 |   | $ | 1.10 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Diluted earnings  (loss) per common share:                                  |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| (Loss) earnings  per share – continuing operations                     |       | —                                                               |       | $                                                     | (0.23      | ) | $ | 0.85 |   | $ | 2.43 |   | $ | 0.97 |   | $ | 0.93 |   |
| Earnings per  share - discontinued operations                               |       | —                                                               |       | 0.03                                                  |       | 0.20 |   | 0.28 |   | 0.13 |   | 0.15 |   |
| Diluted (loss)  earnings per common share                                   |       | —                                                               |       | $                                                     | (0.20      | ) | $ | 1.05 |   | $ | 2.71 |   | $ | 1.10 |   | $ | 1.08 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Average shares  outstanding - basic                                         |       | —                                                               |       | 103,355                                               |       | 104,102 |   | 103,393 |   | 100,894 |   | 97,318 |   |
| Average shares  outstanding - diluted                                       |       | —                                                               |       | 109,558                                               |       | 108,814 |   | 106,834 |   | 103,345 |   | 100,269 |   |
|                                                                        |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| **Other  Data:**                                                            |       |                                                                 |       |                                                  |       |   |   |   |   |   |   |   |   |
| Distributions  per common share (1)                                         |       | —                                                               |       | $                                                     | 0.6250     |   | $ | 1.25 |   | $ | 4.45 |   | $ | 1.65 |   | $ | 1.65 |   |
|                                                                             |            |                                                                      |            |                                                       |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| ** **                                                                                      | ** ** | **Company**           | ** ** | **Predecessor** | ** ** |
|-------------------------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------|------------|
| **Balance Sheet Data as of the End of Each Year:** | ** ** | **As Restated  2007** | ** ** | **2006**        | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| Net real estate                                                                                 |       | $                     | 3,904,430  |            | $          | 3,135,547 |   | $ | 3,016,262 |   | $ | 3,559,763 |   | $ | 3,294,037 |   |
| Total assets                                                                                    |       | 5,625,130             |       | 3,534,899       |       | 3,369,762 |   | 3,831,742 |   | 3,558,596 |   |
| Debt, net (2)                                                                                   |       | 1,831,546             |       | 1,834,360       |       | 1,644,881 |   | 1,996,319 |   | 1,776,004 |   |
| Total  liabilities                                                                              |       | 2,370,361             |       | 2,032,677       |       | 1,820,717 |   | 2,160,797 |   | 1,934,588 |   |
| Minority  interest in consolidated partnership and joint ventures                               |       | 86,210                |       | 57,485          |       | 57,659 |   | 30,784 |   | 37,865 |   |
| Total members’  capital/stockholders’ equity                                          |       | 3,168,559             |       | 1,444,737       |       | 1,491,386 |   | 1,640,161 |   | 1,586,143 |   |
|                                                                                                 |            |                       |            |                 |            |  |  |  |  |  |  |  |  |  |  |  |

 

----

(1)   Amount for the year ended December 31, 2005 includesthe Special Dividend of $3.00 per common share, which was paid on    September 27,2005 to common stockholders of record on August 25, 2005.

(2)   Debt includes mortgageloans, net, notes payable, net, capital leases and credit agreements.

 

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**Item 7***.            **Management’s Discussionand Analysis of Financial Condition and Results of Operations  ***

 

As further discussed in Note 1 to the ConsolidatedFinancial Statements, we have restated our consolidated financial statements asof December 31, 2007 and for the period from April 5, 2007 through December 31,2007, reported in our Annual Report on Form 10-K originally filed with the SECon April 16, 2008. On April 17, 2008, management determined it should restatethe financial statements after concluding that an additional $77.7 millionimpairment charge on intangible assets was necessary. The restated financialstatements reflect the additional impairment charge to other intangibles.

 

Thefollowing discussion should be read in conjunction with the ConsolidatedFinancial Statements and the accompanying notes thereto.  Historical results and percentagerelationships set forth in the Consolidated Statements of Operations andComprehensive Income/(Loss) contained in the Consolidated Financial Statementsand accompanying notes, including trends which might appear, should not betaken as indicative of future operations.

 

As morefully described in Item 1 of this Annual Report on Form 10-K, on February 27,2007, New Plan, together with the DownREIT Partnership, entered into the MergerAgreement with the Buyer Parties.  The Buyer Parties are affiliates ofCentro.  Pursuant to the MergerAgreement, MergerSub commenced and completed the Offer to purchase alloutstanding shares of common stock of New Plan at the Offer Price.  The Offer, as supplemented by a subsequentoffering period, expired at 12:00 midnight, New York City time, on Wednesday, April 18,2007.  On April 19, 2007, MergerSubexercised its top-up option under the Merger Agreement and purchased from NewPlan, at a purchase price equal to the Offer Price, a number of additionalshares of common stock sufficient to permit MergerSub to effect a short-formmerger of MergerSub into New Plan under Maryland law without the vote of or anyother action by the remaining New Plan stockholders.

 

On April 20,2007, New Plan, together with us, MergerSub, and DownREIT Acquisition, completedthe Mergers. Immediately following the Merger, on April 20, 2007, and inconnection with the Liquidation, (a) all of New Plan’s assets weretransferred to us, and we assumed all of its liabilities, (b) alloutstanding shares of preferred stock of New Plan were automatically convertedinto, and cancelled in exchange for the right toreceive cash liquidating distributions in accordance with their terms, and (c) allshares of common stock of New Plan were cancelled.  As a result of the Merger and Liquidation,New Plan filed a Certification and Notice of Termination of Registration on Form 15with the SEC pursuant to which it terminated its reporting obligations underthe Exchange Act with respect to its common stock and 7.625% Series ECumulative Redeemable Preferred Stock.

 

Inconnection with the Mergers, we, New Plan Realty Trust, LLC (as successor toNew Plan, but only with respect to the 1999 Indenture) and the trustee underthe Indentures entered into the Supplemental Indentures to the Indentures, eachdated as of April 20, 2007, by and between New Plan and the Trustee.  The Supplemental Indentures 

 

26

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each provide for us to assume all of the obligationsof New Plan under each of the Indentures, effective upon consummation of theMerger with respect to the notes issued under the Indentures (the “Notes”). 

 

As thesuccessor obligor on the Notes, we intend to continue to file with the SEC anyannual reports, quarterly reports and other documents that we are required tofile with the SEC to the extent required under the Indentures governing theNotes.

 

Allreferences to “we,” “us,” “our,” “ours,” or the “Company” in this report referto Centro NP LLC and its wholly-owned and majority owned subsidiaries andconsolidated entities as of, or subsequent to, April 5, 2007, unless thecontext indicates otherwise.  Allreferences to our “predecessor,” the “Predecessor” or “New Plan” in this reportrefer to New Plan Excel Realty Trust, Inc. and its wholly-owned andmajority owned subsidiaries and consolidated entities as it existed prior to April 5,2007, unless the context indicates otherwise.

 

**Critical Accounting Policies**

** **

OurConsolidated Financial Statements include our accounts and those of ourwholly-owned and majority-owned subsidiaries and consolidated variable interestentities.  The preparation of financialstatements in conformity with accounting principles generally accepted in theUnited States (“GAAP”) requires us to make estimates and assumptions in certaincircumstances that affect amounts reported in the accompanying ConsolidatedFinancial Statements and related footnotes. In preparing these financial statements, we have made our best estimatesand judgments of certain amounts included in the financial statements, givingdue consideration to materiality.  We donot believe there is a great likelihood that materially different amounts wouldbe reported related to the accounting policies described below.  However, application of these accountingpolicies involves the exercise of judgment and use of assumptions as to futureuncertainties and, as a result, actual results could differ from theseestimates.

 

*Revenue Recognition*

 

Werecognize rental revenue on a straight-line basis, which averages minimum rentsover the terms of the leases.  Thecumulative difference between lease revenue recognized under this method andcontractual lease payment terms is recorded as “deferred rent receivable” onour consolidated balance sheets.  Certainleases provide for percentage rents based upon the level of sales achieved bythe lessee.  These percentage rents arerecorded once the required sales levels are achieved.  Leases also typically provide for tenantreimbursements of common area maintenance and other operating expenses.  Rental income also includes lease terminationfees.

 

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

 

TheSEC’s Staff Accounting Bulletin (“SAB”) No. 104, *RevenueRecognition*(“SAB 104”),**providesguidance on the application of GAAP to selected revenue recognition issues. Wehave concluded that our revenue recognition policy is appropriate and inaccordance with GAAP and SAB 104.

 

*Real Estate*

* *

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

 

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Propertiesare depreciated using the straight-line method over the estimated useful livesof the assets.  The estimated usefullives are as follows:

 
| Buildings             |   | 40 years                                                     |
|-----------------------|--------|--------------------------------------------------------------|
| Building improvements |   | 5 to 40 years                                                |
| Tenant improvements   |   | The shorter of the term of the related lease or  useful life |

 

We arerequired to make subjective assessments as to the useful lives of ourproperties for purposes of determining the amount of depreciation to reflect onan annual basis.  These assessments havea direct impact on our net income.  Forexample, if we were to lengthen the expected useful life of a particularbuilding improvement, the improvement would be depreciated over a greaternumber of years, resulting in less depreciation expense and higher net incomeon an annual basis.

 

*Business Combinations*

* *

Inconnection with our acquisition of properties, purchase costs are allocated tothe tangible and intangible assets and liabilities acquired based on theirestimated fair values.  The value of thetangible assets, consisting of land, buildings and building and tenantimprovements, are determined as if vacant (i.e., at replacement cost).  Intangible assets, including the above-marketvalue of leases and the value of in-place leases, are recorded at theirrelative fair values.  The below-marketvalue of leases is recorded in Other Liabilities on our Consolidated BalanceSheets.

 

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

 

Thetotal amount of other intangible assets allocated to in-place lease values isbased on management’s evaluation of the specific characteristics of each leaseand our overall relationship with each tenant. Factors considered in the allocation of these values include, but arenot limited to, the nature of the existing relationship with the tenant, thetenant’s credit quality, the expectation of lease renewals, the estimatedcarrying costs of the property during a hypothetical expected lease-up period,current market conditions and the costs to execute similar leases.  Management will also consider informationobtained about a property in connection with its pre-acquisition duediligence.  Estimated carrying costsinclude real estate taxes, insurance, other property operating costs and estimatesof lost rentals at market rates during the hypothetical expected lease-upperiods, based on management’s assessment of specific market conditions.  Management will estimate costs required toexecute leases including commissions and legal costs to the extent that suchcosts are not already incurred with a new lease that has been negotiated inconnection with the purchase of a property. Independent appraisals and/or management’s estimates will be used todetermine these values.

 

Thevalue of in-place leases is amortized toexpense over the remaining initial term of each lease.  The value of tenant relationship intangiblesis amortized to expense over the initial terms of the leases; however, noamortization period for intangible assets will exceed the remaining depreciablelife of the building.

 

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

 

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* *

*Long Lived Assets*

* *

On aperiodic basis, management assesses whether there are any indicators that thevalue of the real estate properties may be impaired.  A property’s value is impaired only ifmanagement’s estimate of the aggregate future cash flows (undiscounted andwithout interest charges) to be generated by the property (taking into accountthe anticipated holding period of the asset) is less than the carrying value ofthe property.  Such estimate of cashflows considers factors such as expected future operating income, trends andprospects, as well as the effects of demand, competition and other economicfactors.  To the extent impairment hasoccurred, the loss will be measured as the excess of the carrying amount of theproperty over the fair value of the property, and reflected as an adjustment tothe basis of the property.

 

Whenassets are identified by management as held for sale, we discontinuedepreciating the assets and estimate the sales price, net of selling costs, ofsuch assets. If, in management’s opinion, the net sales price of the assets that wehave identified for sale is less than the net book value of the assets, avaluation allowance is established.  Forinvestments accounted for under the equity method, a loss is recognized if theloss in value of the investment is other than temporary.

 

Whenwe make subjective assessments as to whether there are impairments in the valueof our real estate properties, such assessments have a direct impact on our netincome, because taking an impairment results in an immediate negativeadjustment to net income.

 

We arerequired to make subjective assessment as to the terminal growth rates used andthe discount rates applied as part of our impairment analysis of the goodwillbalance.  The analysis is also based uponmanagement’s best estimate of forecast cashflows that are expected to be derivedin the future.  These assessments have adirect impact on the determination of the impairment charge, and therefore ournet loss.  For example, if we were toincrease the discount rate or decrease the terminal growth rate used, thiswould reduce the net present value of our estimated future cashflows andtherefore increase the goodwill impairment charge.

 

Theassumptions used in calculating our goodwill impairment charge are consistentwith those assumptions applied by our ultimate parent investors, CPL and CPT, whenassessing the impairment of their investment in us.

 

**RecentlyIssued Accounting Standards**

 

In September 2006,the FASB issued Statement No. 157, *Fair Value Measurements*(“SFAS No. 157”).  SFAS No. 157defines fair value, establishes a framework for measuring fair value inaccordance with GAAP and expands disclosure requirements regarding fair valuemeasurements.  SFAS No. 157 requirescompanies to disclose the fair value of its financial instruments according toa fair value hierarchy (i.e. levels 1, 2, and 3, as defined within SFAS No.157). Additionally, companies are required to provide enhanced disclosureregarding instruments in the level 3 category (which require significantmanagement judgment), including a reconciliation of the beginning and endingbalances separately for each major category of assets and liabilities. SFAS No. 157is effective for financial statements issued for fiscal years beginning after November 15,2007, and all interim periods within those fiscal years.  The Company is currently evaluating theimpact of adopting SFAS No. 157.

 

In February 2007,the FASB issued SFAS No. 159, *The Fair Value Option forFinancial Assets and Financial Liabilities* (“SFAS No. 159”).  SFAS No. 159 allows entities to reportselected financial assets and liabilities at fair value.  Prior to the issuance of this new guidance,related assts and liabilities had been measured differently, resulting inartificial earnings volatility and the undue complexity of applying otheraccounting guidance. SFAS No. 159 aims to alleviate those types ofreporting issues in addition to enhancing comparisons between entities andexpanding disclosures of interest to financial statement users.  SFAS No. 159 also serves to advanceconvergence of FASB guidance with that of the International Accounting StandardsBoard, which has previously adopted a fair value option.  SFAS No. 159 is effective as of thebeginning of an entity’s first fiscal year beginning after November 15,2007, but early adoption is permitted. We are currently assessing the impact of SFAS No. 159 on ourfinancial position and results of operations, however, the adoption of SFAS No. 159is not expected to have a material impact on our consolidated financialstatements.

 

In December 2007,the FASB issued SFAS No. 141 (revised), “Business Combinations” (“SFAS No.141(R)). SFAS No. 141(R) changes the accounting for business combinationsincluding the measurement of acquirer shares issued in consideration for abusiness combination, the recognition of contingent consideration, theaccounting for pre-acquisition gain and loss contingencies, the recognition ofcapitalized in-process research and development, the accounting foracquisition-related restructuring cost accruals, the treatment of acquisitionrelated transaction costs and the recognition of changes in the acquirer’sincome tax valuation allowance. SFAS No. 141(R) applies prospectivelyto business combinations for which the acquisition date is on or after thebeginning of the first annual reporting period beginning on or after December 15,2008, except for certain tax adjustments for prior business combinations.Accordingly, the Company will adopt this statement on January 1, 2009. TheCompany is currently evaluating the impact of adopting SFAS No. 141(R).

 

In December 2007,the FASB issued SFAS No. 160, “Non-controlling Interests in ConsolidatedFinancial Statements, an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No.160 changes the accounting for non-controlling (minority) interests inconsolidated financial statements including the requirements to classifynon-controlling interests as a component of consolidated stockholders’ equity,and the elimination of “minority interest” accounting in results of 

 

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operations with earningsattributable to non-controlling interests reported as part of consolidatedearnings. Additionally, SFAS No. 160 revises the accounting for bothincreases and decreases in a parent’s controlling ownership interest. SFAS No. 160is effective for fiscal years beginning after December 15, 2008, withearly adoption prohibited. The Company is currently evaluating the impact ofadopting SFAS No. 160. 

 

Any recently issuedaccounting standards or pronouncements not mentioned in this note have beenexcluded as we have determined that they either are not relevant to us, or theyare not expected to have a material effect on our Consolidated FinancialStatements.

 

**Results of Operations**

 

Thefollowing discussion should be read in conjunction with the ConsolidatedFinancial Statements and the accompanying notes thereto.  Historical results and percentagerelationships set forth in the Consolidated Statements of Income andComprehensive Income contained in the Consolidated Financial Statements andaccompanying notes, including trends which might appear, should not be taken asindicative of future operations.

 

Duringthe period from April 5, 2007 through December 31, 2007, we acquireda parcel of land immediately adjacent to a property owned by us (Land atVictory Square), the remaining 75% interest in a shopping center in which weowned the other 25% (The Centre at Preston Ridge which was subsequentlytransferred to the Residual Joint Venture in March 2008),  one land parcel and the remaining 90%interests in three of our joint ventures in which we owned the other 10% ofeach of the joint ventures (CA New Plan Venture Fund LLC, CA New PlanAcquisition Fund, LLC and CA New Plan Direct Investment Fund, LLC)(collectively, “Company Acquisitions”). During the period from January 1, 2007 through April 4, 2007,our predecessor acquired one shopping center (Stewart Plaza) and one landparcel (collectively, “Predecessor Acquisitions” and, together with CompanyAcquisitions, the “2007 Acquisitions”).

 

In August 2007,we formed the Residual Joint Venture with Super LLC, our sole and managingmember.  In connection with the formationof the joint venture, we contributed 49% of our interest in certain subsidiaries,owning 18 real properties to this joint venture.  We distributed the remaining 51% of ourinterest in the transferred entities to Super LLC, and Super LLC contributedsuch interest in the transferred entities to this joint venture.  Following these transactions, we owned 49% ofthe non-managing interest in this joint venture, and Super LLC owned 51% of themanaging member interest in this joint venture.   In November 2007, we contributed 49% ofour interest in certain additional subsidiaries, owning 25 real properties tothis joint venture (together with the contribution of the 18 propertiesdescribed above, the “Residual Joint Venture Transaction”).  We distributed the remaining 51% of ourinterest in the additional transferred entities to Super LLC, and Super LLCcontributed such interest in the additional transferred entities to this jointventure.  Following these transactions,we continued to own 49% of the non-managing interest in this joint venture, andSuper LLC continued to own 51% of the managing member interest in this jointventure.

 

During2006, our predecessor acquired four shopping centers (Shoppes at HickoryHollow, The Quentin Collection, Fox Run Mall and Memphis Commons), twobuildings immediately adjacent to properties owned by our predecessor (Buildingat Tarpon Mall and Building at Hazel Path), the remaining90% interests in two shopping centers in which our predecessor owned the other10% interests (Ventura Downs and Odessa-Winwood Town Center), six land parcels,and a leasehold interest in a new development project (collectively, the “2006Acquisitions”).

 

On August 10,2005, our predecessor completed the sale and contribution of 69 community andneighborhood shopping centers (the “Galileo Properties”) to Galileo America LLCfor approximately $968.0 million of total consideration (the “Property Transfer”).  As a result of a series of relatedtransactions that occurred simultaneously with the closing of the PropertyTransfer, our predecessor owned an approximately 5.0% equity interest inGalileo America LLC, which, as of December 31, 2006, owned 135 real estateassets.  In addition, our predecessoracquired a recurring asset management fee stream and a minimum 20 year feestream for all property management, leasing, development, acquisition anddisposition fees related to Galileo America LLC (such transactions are referredto collectively with the Property Transfer as the “Galileo Transactions”).  As a result of our predecessor’s retained 5%equity ownership interest in Galileo America LLC, as well as our predecessor’sacquisition of the property and asset management rights as part of the GalileoTransactions, the results of operations of the Galileo Properties were notclassified as discontinued operations for the years ended December 31,2006, 2005 and 2004.  Accordingly, ourpredecessor’s results of operations for the years ended December 31, 2006,2005 and 2004 include the results of operations of the Galileo Properties.

 

During2005, our predecessor acquired eight shopping centers (Brunswick Town Center,Hillcrest Shopping Center, West Ridge Shopping Center, Market Plaza, SurreySquare Mall, Fashion Place Shopping Center, Western Hills 

 

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Plaza and Southland Shopping Center), a vacantbuilding with 2.5 acres of land immediately adjacent to Midway Crossing, ashopping center owned by our predecessor, a vacant building immediatelyadjacent to Victory Square, a shopping center owned by our predecessor, sixland parcels, the remaining 90% interest in Marketplace at Wycliffe, a shoppingcenter in which our predecessor owned the other 10% interest, and the remaining90% interest in Mableton Walk, a shopping center in which our predecessor ownedthe other 10% interest (collectively, the “2005 Acquisitions”).  Accordingly, our predecessor’s results ofoperations for the years ended December 31, 2006 and 2005 include theresults of operations of the 2005 Acquisitions.

 

In accordance with the provisions of FIN 46 and EITF04-5 our and our predecessor’s consolidated results of operations for theperiod from April 5, 2007 through December 31, 2007, the period from January 1,2007 through April 4, 2007, and the years ended December 31, 2006 and2005 include the results of operations of certain of our joint ventures(collectively, “Consolidation Adjustments”), as applicable.

 

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

 

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

## *** ***

***RentalRevenues****:*

 

Rental income was $336.5million for the year ended December 31, 2006, $92.5 million for the periodfrom January 1, 2007 through April 4, 2007 and $311.1 million for theperiod from April 5, 2007 through December 31, 2007.

 

·                  Thefollowing significant factors caused material changes in the rental income ofthe Company:

 

·                  2007Acquisitions, which increased rental income by approximately $11.4 million

 

·                  2006Acquisitions, which increased rental income by approximately $6.1 million

 

·                  Netincreases in rental rates and straight-line rent adjustments, which increasedrental income by approximately $9.3 million

 

·                  Increasedlease settlement income, which increased rental income by approximately $3.7million

 

·                  Increasedamortization of below market leases, which leases were recorded at fair valueby the Company in connection with the Merger, which increased rental income byapproximately $38.7 million

 

·                  ResidualJoint Venture Transaction, which decreased rental income by approximately $3.9million

 

·                  Thefollowing significant factors caused material changes in the rental income ofthe Predecessor:

 

·                  2006Acquisitions, which increased rental income by approximately $3.3 million

 

·                  Decreasedlease settlement income, which decreased rental income by approximately $3.3million

 

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

 

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·                  Thefollowing significant factors caused material changes in the fee income of theCompany:

 

·                  Leasingfee revenue, which increased fee income by approximately $2.8 million

 

·                  Assetmanagement fee revenue, which increased fee income by approximately $7.4million

 

·                  Constructionfee revenue, which increased fee income by approximately $2.0 million

 

·                  Thefollowing significant factor caused a material change in the fee income of thePredecessor:

 

·                  Leasingfee revenue, which increased fee income attributable to the Predecessor byapproximately $1.0 million

 

   ***Operating Expenses:***

 

Operating costs were$73.1 million for the year ended December 31, 2006, $22.0 million for theperiod from January 1, 2007 through April 4, 2007 and $60.6 millionfor the period from April 5, 2007 through December 31, 2007.

 

·                  Thefollowing significant factors caused material changes in the operating costs ofthe Company:

 

·                  2007Acquisitions, which increased operating costs by approximately $1.9 million

 

·                  2006Acquisitions, which increased operating costs by approximately $2.1 million

 

·                  Increasedpayroll and payroll related expenses, attributable to increased personnellevels necessary to manage the growing number of properties under management,which increased operating costs by approximately $3.2 million

 

·                  Increasedutilities expense, which increased operating costs by approximately $1.7million

 

·                  Increasedlegal fees, primarily attributable to an increase in tenant matters requiringlegal attention, which increased operating costs by approximately $1.0 million

 

·                  ResidualJoint Venture Transaction, which decreased operating costs by approximately$1.4 million

 

·                  Thefollowing significant factors caused material changes in the operating costs ofthe Predecessor:

 

·                  Increasedproperty insurance expense, attributable to higher premiums under our renewedpolicy, which increased operating costs by approximately $0.5 million

 

·                  Increasedsnow removal costs, primarily attributable to the harsh winter conditions inthe Midwest, which increased operating costs by approximately $1.2 million

 

Realestate taxes were $59.8 million for the year ended December 31, 2006,$17.2 million for the period from January 1, 2007 through April 4,2007 and $48.1 million for the period from April 5, 2007 through December 31,2007.

 

·                  Thefollowing significant factors caused material changes in the operating costs ofthe Company:

 

·                  2007Acquisitions, which increased real estate taxes by approximately $3.2 million

 

·                  2006Acquisitions, which increased real estate taxes by approximately $1.9 million

 

·                  ResidualJoint Venture Transaction, which decreased real estate taxes by approximately$1.3 million

 

Depreciation andamortization expense was $89.0 million for the year ended December 31,2006, $25.8 million for the period from January 1, 2007 through April 4,2007 and $189.1 million for the period from April 5, 2007 through December 31,2007.

 

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·                  Thefollowing significant factors caused material changes in the depreciation andamortization of the Company:

 

·                  2007Acquisitions, which increased depreciation and amortization by approximately$6.2 million

 

·                  2006Acquisitions, which increased depreciation and amortization by approximately$4.2 million

 

·                  Increaseddepreciation expense on our real estate properties, which properties wererecorded at fair value by the Company in connection with the Merger, whichincreased depreciation and amortization by approximately $14.0 million

 

·                  Increased amortization expense associatedwith amounts paid to acquire certain property and asset management rights,which rights were recorded at fair value by the Company in connection with theMerger, increased depreciation and amortization by approximately $5.2 million

 

·                  Increasedamortization expense of intangible assets, other than the amounts paid toacquire certain property and asset management rights, which intangible assetswere recorded at fair value by the Company in connection with the Merger, whichincreased depreciation and amortization by approximately $83.1 million

 

·                  Thefollowing significant factor caused a material change in the depreciation andamortization of the Predecessor:

 

·                  2006Acquisitions, which increased depreciation and amortization by approximately$2.0 million

 

*Duringthe period to December 31, 2007, the Company recorded an impairment charge of$27.7 million over its real estate assets. This impairment charge is a result of the expected hold period appliedby management in relation to our real estate assets, in accordance with SFASNo. 144.*

* *

*Animpairment charge of $552.9 million of goodwill and other intangibles was alsorecorded by the Company during the period to December 31, 2007.  This impairment charge was required due tothe significant reduction in the Company’s and its affiliates’ forecast cashflow streams derived from certain property and funds management services.  Upon announcement of our ultimate parents’liquidity and refinancing position on December 17, 2007, there was a severemarket reaction which significantly impaired our and our ultimate parents’ability to continue to grow our funds management business.*

 

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

 

·                  Thefollowing significant factors caused material changes in the general and administrativeexpenses of the Predecessor:

 

·                  Increased advisory and legal feesincurred by the Predecessor in connection with the Mergers, which increasedgeneral and administrative expenses by approximately $22.5 million

 

·                  Increased payroll related expenses,primarily attributable to the Predecessor’s recognition of compensation expenseassociated with stock-based compensation that vested in connection with theMerger, which increased general and administrative expenses by approximately$19.2 million

 

·                  Therewere no significant factors that caused material changes in the general andadministrative expenses of the Company.

 

***OtherIncome and Expenses:***

 

Interest expense was$94.2 million for the year ended December 31, 2006, $26.8 million for theperiod from January 1, 2007 through April 4, 2007 and $78.8 millionfor the period from April 5, 2007 through December 31, 2007.

 

·                  Thefollowing significant factors caused material changes in the interest expenseof the Company:

 

·                  The$303.4 million note payable to Centro Property Trust, which was entered into onApril 5, 2007, which increased interest expense by approximately $12.0million

 

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·                  Interestincurred on the Tender Facility, which increased interest expense byapproximately $3.5 million

 

·                  Debtissuance costs incurred in connection with the Tender Facility, which increasedinterest expense by approximately $3.0 million

 

·                  Increasedborrowings outstanding under the Amended July 2007 Revolving Facility,combined with a higher interest rate, which increased interest expense byapproximately $9.6 million

 

·                  Increasedamortization of the premium on mortgages and notes payable, primarily due tofair value adjustments recorded by the Company in connection with the Merger,which decreased interest expense by approximately $4.1 million

 

·                  Theconversion of $114.8 million of the $115.0 million aggregate principle amountof the 3.75% Convertible Senior Notes, partially offset by the September 2006Debt Offering, which debt was subsequently redeemed during the three monthsended June 30, 2007, which decreased interest expense by approximately$4.8 million

 

·                  Therepayment of the Amended Secured Term Loan on April 20, 2007, whichdecreased interest by approximately $6.0 million

 

·                  Increasedcapitalized interest with respect to our redevelopment projects, due toincreased interest rates and increased project spending, which decreasedinterest expense by approximately $1.8 million

 

·                  Therepayment of mortgage debt, which decreased interest expense by approximately$1.6 million

 

·                  Thefollowing significant factors caused material variances in the interest expenseof the Predecessor:

 

·                  TheSeptember 2006 Debt Offering, which debt was subsequently redeemed duringthe three months ended June 30, 2007, which increased interest expense byapproximately $2.0 million

 

·                  Increasedcapitalized interest with respect to our redevelopment projects, due toincreased interest rates and increased project spending, which decreasedinterest expense by approximately $1.6 million

 

**Resultsof operations for the twelve months ended December 31, 2006 compared tothe twelve months ended December 31, 2005**

 

***Revenues:***

* *

Totalrevenues were $459.6 million in 2006, a decrease of $14.3 million, or 3%, from$473.9 million in 2005.  Significantchanges are discussed below.

 

Rentalincome decreased $22.9 million, or 6%, from $359.4 million in 2005 to $336.5million in 2006.  The followingsignificant factors accounted for this variance:

 

·                  2006Acquisitions, which increased rental income by approximately $2.1 million

 

·                  2005Acquisitions, which increased rental income by approximately $8.5 million

 

·                  ConsolidationAdjustments, which increased rental income by approximately $1.0 million

 

·                  Netincreases in rental rates and straight-line rent adjustments, which increasedrental income by approximately $11.1 million

 

·                  Increasedlease settlement income, which increased rental income by approximately $1.9million

 

·                  Thesale of the Galileo Properties, which decreased rental income by approximately$47.3 million

 

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Expense reimbursements increased $3.8 million, or 4%,from $97.7 million in 2005 to $101.5 million in 2006.  The following significant factors accountedfor this variance:

 

·                  2005Acquisitions, which increased expense reimbursements by approximately $2.7million

 

·                  Anet increase in the amount of reimbursable real estate taxes, which increasedexpense reimbursements by approximately $2.3 million

 

·                  Anet increase in the amount of reimbursable property operating expenses,including electricity, insurance, water and sewer expenses, which increasedexpense reimbursements by approximately $8.6 million

 

·                  Thesale of the Galileo Properties, which decreased expense reimbursements byapproximately $10.6 million

 

Feeincome increased $5.7 million, or 52%, from $11.0 million in 2005 to $16.7million in 2006.  Fee income is derivedfrom services provided to our joint ventures and other managed projects, andthe significant variances in the following fee revenues, which are primarilyattributable to an increase in the number of properties being managed by us,accounted for the net increase in fee income:

 

·                  Property management fee revenue, whichincreased fee income by approximately $4.6 million

 

·                  Asset management fee revenue, whichincreased fee income by approximately $1.6 million

 

·                  Acquisition fee revenue, which decreasedfee income by approximately $0.8 million

 

***Operating Expenses:***

* *

Totaloperating expenses were $258.5 million in 2006, a decrease of $9.0 million, or3%, from $267.5 million in 2005. Significant changes are discussed below.

 

Operating costs decreased $2.5 million, or 3%, from $75.6million in 2005 to $73.1 million in 2006. The following significant factors accounted for this variance:

 

·                  2005Acquisitions, which increased operating costs by approximately $2.1 million

 

·                  Increasedpayroll and payroll related expenses, attributable to increased personnellevels necessary to administer the growing number of properties undermanagement, which increased operating costs by approximately $1.5 million

 

·                  Increasedinsurance expense, attributable to higher premiums under our renewed policy,which increased operating costs by approximately $1.3 million

 

·                  Decreasedcapitalization with respect to our redevelopment projects, due to thecompletion of certain projects, which increased operating costs byapproximately $3.5 million

 

·                  Thesale of the Galileo Properties, which decreased operating costs byapproximately $9.5 million

 

·                  Decreasedlegal fees for tenant related matters, which decreased operating costs byapproximately $1.1 million

 

Realestate taxes decreased $4.7 million, or 7%, from $64.5 million in 2005 to $59.8million in 2006.  The followingsignificant factors accounted for this variance:

 

·                  2005Acquisitions, which increased real estate taxes by approximately $2.2 million

 

·                  Thesale of the Galileo Properties, which decreased real estate taxes byapproximately $7.2 million

 

Depreciationand amortization decreased $0.8 million, or 1%, from $89.8 million in 2005 to$89.1 million in 2006.  The followingsignificant factors accounted for this variance:

 

·                  2006Acquisitions, which increased depreciation and amortization by approximately$1.1 million

 

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·                  2005Acquisitions, which increased depreciation and amortization by approximately$4.3 million

 

·                  Increaseddepreciation expense on properties previously under redevelopment, orclassified as held for sale, which increased depreciation and amortization byapproximately $3.1 million

 

·                  Increasedamortization expense associated with amounts paid to acquire certain propertyand asset management rights in conjunction with the Galileo Transactions, whichincreased depreciation and amortization by approximately $1.1 million

 

·                  Thesale of the Galileo Properties, which decreased depreciation and amortizationby approximately $11.4 million

 

Provisionfor doubtful accounts decreased $3.3 million, or 29%, from $11.2 million in2005 to $7.9 million in 2006.  Thefollowing significant factors accounted for this variance:

 

·                     Reservestaken on properties previously under redevelopment, partially offset by lowerwrite-offs, which increased provision for doubtful accounts by approximately$1.9 million

 

·                     Lowerreserve levels on the Galileo Properties, combined with the collection ofpreviously reserved receivables associated with these same properties, whichdecreased provision for doubtful accounts by approximately $5.5 million

 

Generaland administrative expenses increased $2.3 million, or 9%, from $26.4 millionin 2005 to $28.7 million in 2006.  Thefollowing significant factors accounted for this variance:

 

·                     Increasedpayroll related expenses, primarily attributable to the increased personnellevels necessary to service the growth of properties under management in ourportfolio, which were comprised of the following, which increased general andadministrative expenses by approximately $4.3 million:

 

·                  Increased payroll and payroll relatedexpenses of approximately $3.2 million

 

·                  Increased compensation expense, primarilyattributable to stock-based awards granted during 2006, of approximately $1.1million

 

·                  Costs incurred in connection with ourincreased offshore accounting efforts, which increased general andadministrative expenses by approximately $1.4 million

 

·                     Achange in accounting classification whereby expenses previously billed to theGalileo Properties and reflected as management fee income, an offset to generaland administrative expenses, are now classified as fee income in theconsolidated statement of operations, which change resulted in an increase ingeneral and administrative expenses by approximately $1.5 million

 

·                     Reservestaken in 2005 in connection with specific tenant litigations, which decreasedgeneral and administrative expenses by approximately $2.8 million

 

·                     Thefollowing non-recurring expenses, which were recorded in 2005 in connectionwith the Galileo Transactions and the payment of the Special Dividend, whichdecreased general and administrative expenses by approximately $2.2 million:

 

·                  Personnelexpense of approximately $1.5 million

 

·                  Additionalstock option expense of approximately $0.7 million attributable to, and recordedas a result of, the stock option revaluation resulting from the payment of theSpecial Dividend

** **

***OtherIncome and Expenses:***

** **

Equityin income of unconsolidated ventures increased $1.1 million, or 28%, from $4.0million in 2005 to  $5.1 million in 2006.  The following significant factors accountedfor this variance:

 

·                     Increasedincome before depreciation, attributable to the following significant factors,which increased equity in income unconsolidated ventures by approximately $7.7million:

 

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·                  Theoperating performance of Galileo America LLC, a joint venture in which weacquired an ownership interest in August 2005, which increased incomebefore depreciation by approximately $4.0 million

 

·                  Improvedoperating performance of BPR Shopping Center, L.P., and the allocation of 2005income in 2006, which increased income before depreciation by approximately$3.0 million

 

·                     Increaseddepreciation, attributable to an increased number of operating properties ownedby unconsolidated ventures, which decreased equity in income of unconsolidatedventures by approximately $6.6 million

 

Interestexpense decreased $23.8 million, or 20%, from $118.0 million in 2005 to $94.2million in 2006.  The followingsignificant factors accounted for this variance:

 

·                  Ahigher interest rate on our then existing $150.0 million variable rate securedterm loan (prior to August 2006 amendments), which increased interestexpense by approximately $2.5 million

 

·                  Increasedinterest rates on our derivative financial instruments that convert fixed ratedebt to variable rate debt, which increased interest expense by approximately$1.8 million

 

·                  The2005 write-off of premiums associated with the repayment of the securedmortgage indebtedness discussed below, which increased interest expense byapproximately $4.2 million

 

·                  Anet decrease in interest expense recorded on our outstanding notes payable,attributable to the following significant transactions, which decreasedinterest expense by approximately $8.3 million:

 

·                  TheSeptember 2006 Debt Offering, which increased interest expense byapproximately $2.1 million

 

·                  Thepublic offering of $125.0 millionaggregate principal amount of senior unsecured, 7-year fixed rate notes with acoupon of 5.125% and $125.0 million aggregate principal amount of seniorunsecured, 10-year fixed rate notes with a coupon of 5.25% in September 2005(collectively, the “September 2005 Debt Offering”), which increasedinterest expense by approximately $9.3 million

 

·                  Therepayment of $100.0 million in principal amount of our outstanding 7.75%unsecured senior notes, due April 5, 2005, with a portion of the proceedsfrom our then existing $150.0 million unsecured term loan (the “Unsecured TermLoan”) on April 5, 2005, which decreased interest expense by approximately$2.5 million

 

·                  Therepayment of $250.0 million in principal amount of our outstanding 5.875%unsecured senior notes, due June 15, 2007, with the proceeds from the September 2005Debt Offering, which decreased interest expense by approximately $10.3 million

 

·                  The2005 payment of accrued interest and a “make-whole” premium in connection withour redemption of all $250.0 million of our outstanding 5.875% senior notes dueJune 15, 2007, which decreased interest expense by approximately $7.1million

 

·                  Adecrease in the average balance outstanding under our then existing $350.0million variable rate revolving credit facility, partially offset by a higherinterest rate on such revolving credit facility, which decreased interestexpense by approximately $1.1 million

 

·                  Therepayment of the Unsecured Term Loan in August 2005, which decreasedinterest expense by approximately $2.3 million

 

·                  Anet decrease in the amount of mortgage debt outstanding, primarily attributableto the repayment of approximately $100.6 million of secured mortgageindebtedness with a portion of the proceeds from the Galileo Transactions, aswell as the repayment of other mortgage indebtedness upon maturity, partiallyoffset by the assumption of mortgages in connection with the 2006 Acquisitionsand 2005 Acquisitions, which decreased interest expense by approximately $5.4million

 

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·                  Prepaymentpenalties incurred in connection with the 2005 repayment of the securedmortgage indebtedness discussed above, which decreased interest expense byapproximately $11.2 million

 

·                  Decreasedamortization of debt issuance costs, primarily attributable to thenon-recurring write-off in 2005 of unamortized issuance costs associated withour then outstanding 5.875% unsecured notes, which decreased interest expenseby approximately $1.1 million

 

·                  Increasedcapitalized interest with respect to our redevelopment projects, due toincreased interest rates and increased project spending, which decreasedinterest expense by approximately $3.2 million

 

Minorityinterest in income of consolidated partnership and joint ventures decreased$5.2 million from $5.9 in 2005 to $0.7 million in 2006.  This decrease is primarily attributable tothe allocation of a portion of the gain from the sale of the Galileo Propertiesto the limited partners of DownREIT Partnership in 2005, which allocation didnot recur in 2006.

 

***Discontinued Operations:***

* *

Forthe year ended December 31, 2006, properties that had been either disposedof (by sale, abandonment, or in a distribution to owner) or classified as heldfor sale generated approximately $6.2 million, $14.6 million and $(0.9) millionin results of operations, gain on sale and impairment of real estate held forsale, respectively.  For the year ended December 31,2005, such properties generated approximately $11.8 million and $17.8 millionin results of operations and gain on sale, respectively.  Accordingly, these amounts have beenclassified as discontinued operations.

 

***Gainon Sale of Real Estate:***

* *

Gainon sale of real estate was approximately $186.9 million for the year ended December 31,2005.  This gain is directly attributableto the sale of the Galileo Properties in connection with the GalileoTransactions.

 

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** **

**Liquidity and Capital Resources**

** **

As of December 31,2007, we had approximately $41.5 million in available cash, cash equivalentsand marketable securities.  In connectionwith the First Amendment to the July 2007 Revolving Facility, we are nolonger permitted to make draws under our Amended July 2007 RevolvingFacility.

 

*Short-Term Liquidity Needs*

* *

Inaddition to short-term indebtedness, our short-term liquidity requirementsconsist primarily of funds necessary to pay for management fees, operating andother expenses directly associated with our portfolio of properties, interestexpense and scheduled principal payments on our outstanding debt, capitalexpenditures incurred to facilitate the leasing of space (*e.g.*,tenant improvements and leasing commissions), and capital expenditures incurredin our development and redevelopment projects. We presently have $306.8 million of debt under our Amended July 2007Revolving Facility scheduled to mature on the earlier to occur of (i) September 30,2008, and (ii) the date on which any trigger event under our Amended July 2007Revolving Facility occurs.  Wealso have an aggregate of $171.7 million of mortgage debt scheduled to matureduring 2008.  Although we havehistorically met our short-term liquidity requirements with cash generated fromoperations and borrowings under credit facilities, we are presently unable tomake draws on our Amended July 2007 Revolving Facility.  Due to covenants contained in certain of ourdebt agreements, we are currently prohibited from incurring additionalindebtedness and are limited to distributions received from the Residual JointVenture that are funded with borrowings from the Preston Ridge Facility foradditional borrowings to meet our short-term liquidity requirements.  We are currently working with the lendersunder our Amended July 2007 Revolving Facility to refinance ourshort-term indebtedness and are considering additional plans with respect tomeeting our short-term liquidity requirements. There can be no assurances that we will be able to refinance ourshort-term debt on favorable terms or at all. In addition, there are certain factors that may have a material adverseeffect on our cash flow from operations which would further constrain ourability to satisfy our short-term liquidity requirements.

 

Referto Note 12 to the Consolidated Financial Statements for details relating to thetotal short-term debt as at December 31, 2007.

 

We derivesubstantially all of our revenue from tenants under existing leases at ourproperties.  Therefore, our operatingcash flow is dependent on the rents that we are able to charge to our tenants,and the ability of these tenants to make their rental payments.  We believe that the nature of the propertiesin which we typically invest – primarily community and neighborhood shoppingcenters – provides a more stable revenue flow in uncertain economic timesbecause, even in difficult economic times, consumers still need to purchasebasic living essentials such as food and soft goods.  However, general economic downturns, oreconomic downturns in one or more markets in which we own properties, still mayadversely impact the ability of our tenants to make rental payments and our propertymanager’s ability to re-lease space on favorable terms as leases expire.  In either of these instances, our cash flowwould be adversely affected.

 

Insome cases, we have invested as a co-venturer or partner in the development or redevelopmentof new properties, instead of developing projects directly.  We have also agreed to contribute our prorata share of any additional capital that may be required by our jointventures, with the exception of the Residual Joint Venture, which pro ratashare is not expected to be material.  Inconnection with the First Amendment to the July 2007 Revolving Facility,we are no longer permitted to make draws under our Amended July 2007Revolving Facility, and are limited to financing any capital requirementsfrom distributions received from the Residual Joint Venture that are fundedwith borrowings from the Preston Ridge Facility.  The Residual Joint Venture has up to $80.0million of borrowing available to it under the Preston Ridge Facility (only $40.0million can be borrowed on or before April 30, 2008).  If we are unable to negotiate additionalcapacity under the Preston Ridge Facility or negotiate other liquidityfacilities, we may be unable to finance these joint venture obligationsfollowing exhaustion of the Preston Ridge Facility.

 

During2007, we and our predecessor, as applicable, completed 14 redevelopmentprojects in our Consolidated Portfolio, the aggregate cost of which, includingcosts incurred in prior years on these projects, was approximately $81.8million.  In addition, we developoutparcels of properties in our Consolidated Portfolio and during 2007, we andour predecessor, as applicable, completed five outparcel development projects,the aggregate cost of which, including costs incurred in prior years on theprojects, was approximately $10.9 million. Our current redevelopment pipeline in our consolidated portfolio iscomprised of 27 projects, the aggregate cost of which, including costs incurredin prior years 

 

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on these projects, is expected to be approximately$236.5 million.  Our current outparceldevelopment pipeline in our Consolidated Portfolio is comprised of threeprojects, the aggregate cost of which, including costs incurred in prior yearson these projects, is expected to be approximately $9.0 million.  In connection with the First Amendment to theJuly 2007 Revolving Facility, we are no longer permitted to make drawsunder our Amended July 2007 Revolving Facility, and are limited tofinancing any development and redevelopment costs from distributions receivedfrom the Residual Joint Venture that are funded with borrowings from thePreston Ridge Facility.  If we are unableto negotiate additional capacity under the Preston Ridge Facility or negotiateother liquidity facilities, we may be unable to finance further development andredevelopment in our Consolidated Portfolio following exhaustion of the PrestonRidge Facility.

 

Wealso redevelop properties in our joint venture portfolios.  During 2007, our joint venture portfolioscompleted one redevelopment project, the aggregate cost of which, includingcosts incurred in prior years on the project, was approximately $2.3 million,of which our pro rata share was approximately $0.1 million.  Our current joint venture redevelopmentpipeline is comprised of 10 projects, the aggregate cost of which, includingcosts incurred in prior years, is expected to be approximately $144.6 million,of which our pro rata share will be approximately $24.5 million.  In addition, we also redevelop outparcels atproperties in our joint venture portfolios and during 2007, our joint ventureportfolios completed two outparcel development projects, the aggregate cost ofwhich, including costs incurred in prior years on these projects, wasapproximately $6.8 million, of which our pro rata share was approximately $2.4million.  Currently, there are nooutparcel developments in the pipeline for our joint venture portfolios.  In connection with the First Amendment to theJuly 2007 Revolving Facility, we are no longer permitted to make drawsunder our Amended July 2007 Revolving Facility and are limited tofinancing any development and redevelopment costs from distributions receivedfrom the Residual Joint Venture that are funded with borrowings from thePreston Ridge Facility.  The ResidualJoint Venture has up to $80.0 million of borrowing available to it under the PrestonRidge Facility (only $40.0 million can be borrowed on or before April 30,2008). If we are unable to negotiateadditional capacity under the Preston Ridge Facility or negotiate otherliquidity facilities, we may be unable to finance further development andredevelopment in our joint venture portfolios following exhaustion of thePreston Ridge Facility.

 

Asdiscussed in detail in Item 1, the short-term credit facilities of CPT providedunder the Australian Extension Deed, the Preston Ridge Facilities of theResidual Joint Venture, and the Super Bridge Loan of Super LLC provided underthe Super Bridge Loan Extension Agreement are cross-defaulted with the Company’srevolver facility provided under the Amended July 2007 Revolving Facility.

 

Weregularly incur significant expenditures in connection with the re-leasing ofour retail space, principally in the form of tenant improvements and leasingcommissions.  The amounts of theseexpenditures can vary significantly, depending on negotiations with tenants andthe willingness of tenants to pay higher base rents over the lives of theleases.  In connection with the FirstAmendment to the July 2007 Revolving Facility, we are no longer permittedto make draws under our Amended July 2007 Revolving Facility, and arelimited to financing any capital expenditures from distributions received fromthe Residual Joint Venture that are funded with borrowings from the PrestonRidge Facility.  If we are unable tonegotiate additional capacity under the Preston Ridge Facility or negotiateother liquidity facilities, we may be unable to further finance these tenantimprovements and leasing commissions following exhaustion of the Preston RidgeFacility.

 

Additionally,the limited partners of the DownREIT Partnership have a redemption right fortheir Class A Preferred Units which will be exercisable starting April 20,2008.  Each Class A Preferred Unitis redeemable for $33.15 plus all accrued and unpaid distributions.  The aggregate redemption amount payable toall limited partners would be approximately $83.2 million.  The DownREIT Partnership must pay theredemption amount on June 27, 2008 to any redeeming limited partners whichit receives a notice of redemption from on or prior to June 13, 2008.

 

Due tocovenants contained in certain of our debt agreements, we are presently unableto incur additional indebtedness, and this restriction will limit ourflexibility in restructuring our existing indebtedness (including refinancingindebtedness coming due in 2008). Presently, we are limited to financing any development and redevelopmentprojects from distributions received from the Residual Joint Venture that arefunded with borrowings from the Preston Ridge Facility.  The Residual Joint Venture has up to $80.0million of borrowing available to it under the Preston Ridge Facility (only$40.0 million can be borrowed on or before April 30, 2008).  If we are unable to negotiate additionalcapacity under the Preston Ridge Facility or negotiate other liquidityfacilities, we may be unable to finance development and redevelopment costsfollowing exhaustion of the Preston Ridge Facility.  In addition, due tofinancing constraints of our Australian parents, it is unlikely that they willbe able to make additional equity contributions to alleviate any short-termliquidity issues we may encounter.

 

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*Long-Term Liquidity Needs*

* *

Ourlong-term liquidity requirements consist primarily of funds necessary to payfor the principal amount of our long-term debt as it matures, significantnon-recurring capital expenditures that need to be made periodically at ourproperties, redevelopment or development projects that we undertake at ourproperties and the costs associated with acquisitions of properties that wepursue.  We intend to satisfy theserequirements principally through the most advantageous source of capitalavailable to us at the time, which may include the incurrence of new debtthrough borrowings (through private incurrence of secured and unsecured debt),capital raised through the disposition of assets, joint venture capitaltransactions and funding from Centro.  Untilsuch time as we are able to put in place an appropriate liquidity facility orraise additional capital, we do not presently have access to the capitalnecessary to satisfy these long-term liquidity requirements.

 

Ourability toincur additional debt is dependent upon a number of factors, including ourdegree of leverage, the value of our unencumbered assets, ourcredit rating and borrowing restrictions imposed by existing lenders.  In connection with our refinancingdifficulties, our credit ratings were downgraded by Standard & Poor’s,Fitch Ratings and Moody’s, all to below investment grade. Standard &Poor’s cut its rating of us to CCC+, or “credit watch with developingimplications.”  Fitch Ratings cut itsrating of us to CCC which is a “high default risk” or “rating watch negative.”  Moody’s cut its rating of us to B3.  There may be additional reductions in ourratings depending on our operating performance and our ability to refinance theAmended July 2007 Revolving Facility. As a result of these downgrades, theterms of any financings we enter into in the future, as well as our ability tosecure any such financings, may be adversely affected.

 

Basedon an internal evaluation, the estimated value of our properties is above theoutstanding amount of mortgage debt encumbering the properties.  Nonetheless, the matters discussed hereinunder “Recent Developments” have made it difficult for us to refinance propertylevel debt in the ordinary course, and we were required to pay higher interestrates on certain property level debt because we were unable to refinance suchdebt.

 

Wehave selectively effected asset sales to generate cash proceeds.  During 2007, we, and our predecessor, asapplicable, generated approximately $21.9 million in gross proceeds through theculling of non-core and non-strategic properties and approximately $8.2 millionfrom the disposition of certain properties and land parcels held through jointventures. During 2006, our predecessor generated approximately $124.0 millionin gross proceeds through the culling of non-core and non-strategic propertiesand approximately $1.4 million from the disposition of certain properties andland parcels held through joint ventures. Our ability to generate cash from asset sales is limited by market conditions.  Our ability to sell properties in the futurein order to raise cash will necessarily be limited if market conditions makesuch sales unattractive.

 

Thefollowing table summarizes all of our known contractual cash obligations,excluding interest, to pay third parties as of December 31, 2007 (based ona calendar year, dollars in thousands):

 
| **Contractual Cash Obligations** | ** ** | **Total** | ** ** | **Less than  1 year** | ** ** | **1- 3  years** | ** ** | **3 - 5  years** | ** ** | **More than  5 years** | ** ** |
|--------------------------------------------|------------|-----------|------------|---------------------------------|------------|----------------------|------------|----------------------------|------------|----------------------------------|------------|
|                                       |       |      |       |                            |       |                 |       |                       |       |                             |       |
| Long-Term  Debt (1)                        |       | $         | 1,756,754  |                            | $          | 478,478              |       | $                          | 446,203    |                             | $          | 321,534 |   | $ | 510,539 |   |
| Capital  Lease Obligations                 |       | 30,902    |       | 696                             |       | 1,369                |       | 1,544                      |       | 27,293                           |       |
| Operating  Leases (2)                      |       | 55,783    |       | 3,629                           |       | 6,942                |       | 6,415                      |       | 38,797                           |       |
| Redemption  Rights (3)                     |       | 83,214    |       | 83,214                          |       | —               |       | —                     |       | —                           |       |
| Total                                      |       | $         | 1,926,653  |                            | $          | 566,017              |       | $                          | 454,514    |                             | $          | 329,493 |   | $ | 576,629 |   |

 

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| (1) | Long-term  debt includes scheduled amortization and scheduled maturities for mortgage  loans, notes payable and credit facilities.                                                                                                                                               |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Operating  leases include ground leases for shopping centers that we operate and our  administrative office space.                                                                                                                                                               |
| (3) | The  limited partners of the DownREIT Partnership have a redemption right for  their Class A Preferred Units which will be exercisable starting  April 20, 2008. Each Class A Preferred Unit is redeemable for  $33.15 plus all accrued and unpaid distributions. |

 

Inconnection with the First Amendment to the July 2007 Revolving Facility,we are no longer permitted to make draws under our Amended July 2007Revolving Facility.  We are presentlyconsidering what our plans will be with respect to satisfying our contractualcash obligations, the balance of which represents the amount maturing under ourAmended July 2007 Revolving Facility, as well as maturingmortgages and scheduled amortization.

 

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Thefollowing table summarizes certain terms of our existing credit agreements asof December 31, 2007 (dollars in thousands):

 
| **Loan**                                       | ** ** | **Amount  Available  to be Drawn** | ** ** | **Amount Drawn as of  December 31, 2007** | ** ** | **Current Interest  Rate (1)** | ** ** | **Maturity  Date** | ** ** |
|------------------------------------------------|------------|----------------------------------------------|------------|--------------------------------------------------------------------|------------|------------------------------------------|------------|--------------------|------------|
|                                           |       |                                         |       |                                                               |       |                                     |       |               |       |
| Amended  July 2007 Revolving Facility (2) |       | $                                            | —     |                                                               | $          | 306,800                                  |       | LIBOR plus 175  bp |       | Variable |   |
| Secured  Term Loans                            |       | —                                       |       | 181,488                                                            |       | Variable (3                              | )          | 2009 - 2010        |       |
| Total  Credit Agreements                       |       | $                                            | —     |                                                               | $          | 488,288                                  |       |               |       |   |   |

 

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(1)   We incurinterest using a 30-day LIBOR rate, which was 4.60% at December 31, 2007.

(2)   We are presently(and were as of December 31, 2007) unable to make draws on our Amended July 2007Revolving Facility.  Under the terms ofthe Amended July 2007 Revolving Facility, we incur an annual facility feeof 22.5 basis points on this facility. The Amended July 2007 Revolving Facility is scheduled to mature onthe earlier to occur of (i) September 30, 2008, and (ii) thedate on which any trigger event, as defined in the agreement, occurs.  Total fees incurred in securing thisextension in maturity of the facility were approximately $3.3 million.

(3)   We incurinterest using a 30-day LIBOR rate, which was 4.60% at December 31, 2007,plus spreads ranging from 135 to 175 basis points.

 

Inconnection with the First Amendment to the July 2007 Revolving Facility,we are no longer permitted to make draws under our Amended July 2007Revolving Facility.  In addition,the AmendedJuly 2007 Revolving Facility requires that we maintain certainfinancial coverage ratios and other debt covenants.  These coverage ratios and debt covenantsinclude:

 

·      Totaldebt to total adjusted assets of no more than 65%;

 

·      Totalsecured debt to total adjusted assets of no more than 40%;

 

·      Unencumberedtotal asset value not to be less than 100% of the aggregate principal amount ofall of our outstanding unsecured debt; and

 

·      Consolidatedincome available for debt service of at least 1.5 times the maximum annualservice charge on total debt.

 

As of December 31,2007, we had approximately $830.2 million of indebtedness outstanding,excluding the impact of unamortized premiums, under three indentures, having aweighted average interest rate of 5.84%. These indentures also contain covenants that require us to maintaincertain financial coverage ratios.

 

Inaddition to our Amended July 2007 Revolving Facilityand the Indentures, as of December 31, 2007, we had approximately $438.2million of mortgage debt outstanding, excluding the impact of unamortizedpremiums, having a weighted average interest rate of 7.08% per annum.  It should be noted that as at December 31,2007, the Super Bridge Loan (totaling $1.86 billion) of our parent is securedby its 100% membership interest in the Company.

 

Our management teamcontinues to work closely with counterparts of our ultimate parent investors,CPL and CPT, our lenders, and lenders of Super LLC, CPL and CPT.  We and our ultimate parent investors arefocused upon the extension of the debt of our ultimate parents to at least September 30,2008, as this is required under the Extension Agreements.

 

In conjunction with ourultimate parent investors, the Company is assessing a number of options toaddress the current liquidity issues.  Covenantscontained in certain of our debt agreements currently prevent us from incurringany additional debt, and any new sources of long-term financing would berequired to be approved by the lenders under the Extension Agreements.

 

Resolution of our liquidityissues may be, in part, achieved through asset sales.  If we are required to dispose of real estateassets quickly and in a manner other than normal fashion to assist with ourliquidity position, it is possible that these real estate assets would be soldat an accounting loss.  Additionally, ourability to sell real estate assets is restricted by a loan-to-asset covenantratio as contained in the Indentures.

 

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Interms of potential equity investments, our ultimate parent investors areconsidering such options which may result in equity contributions into us toassist with our liquidity position.

 

**Off-Balance Sheet Arrangements**

** **

We do notbelieve that we currently have any off-balance sheet arrangements that have, orare reasonably likely to have, a material current or future effect on ourfinancial condition, changes in financial condition, revenues or expenses,results of operations, liquidity, capital expenditures or capital resources.

 

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

 

Thefollowing is a brief summary of the unconsolidated joint venture obligationsthat we have as of December 31, 2007, and to which we expect to makeadditional capital contributions:

 

·      *Centro GA America LLC. *Wehave a 5% interest in this joint venture, which interest was acquired on August 10,2005 in conjunction with the Galileo Transactions.  Under the terms of this joint venture, we arenot obligated to contribute any additional capital to the venture; however, inthe event that additional capital is contributed by our joint venture partner,we have the option to contribute the amount necessary to maintain our 5%ownership interest.  We anticipate makingadditional capital contributions from time to time to maintain our 5% ownershipinterest.  As of December 31, 2007,the joint venture was comprised of 126 stabilized retail assets, four retailproperties under redevelopment and one new development property and had loansoutstanding of approximately $1.3 billion. As of December 31, 2007, the book value of our investment inGalileo America LLC was approximately $49.9 million.

 

·      *NP / I&G Institutional Retail Company II, LLC*.  In February 2006, our predecessor formeda second strategic joint venture with JP Morgan Investment Management Inc. toacquire high-quality institutional grade community and neighborhood shoppingcenters on a nationwide basis.  Under theterms of this joint venture, we have a 20% interest in the venture and havecommitted to contribute our pro rata share of any capital required by theventure for asset acquisitions.  As of December 31,2007, we had contributed approximately $14.7 million.  Additionally, we have agreed to contributeour pro rata share of any additional capital that might be required by thejoint venture; however, we do not expect that any significant additionalcapital contributions will be required. As of December 31, 2007, the joint venture owned three stabilizedretail properties.  The joint venture hadloans outstanding of approximately $46.9 million as of December 31,2007.  As of December 31, 2007, thebook value of our investment in NP / I&G Institutional Retail Company II,LLC was approximately $15.0 million.

 

·      *NPK Redevelopment I, LLC.* We have a joint venture with Kmart Corporation (Sears Holding Corp.)pursuant to which the joint venture will redevelop three Kmart Supercenterproperties formerly owned by Kmart. Under the terms of this joint venture, we have agreed to contribute $6.0million which had been fully contributed as of December 31, 2007.  We will have a 20% interest in the ventureand are responsible for contributing our pro rata share of any additionalcapital that might be required by the joint venture; however, we do not expectthat any significant capital contributions will be required.  The joint venture had no loans outstanding asof December 31, 2007.  As of December 31,2007, the book value of our investment in NPK Redevelopment I, LLC was approximately$9.5 million.

 

Inaddition, the following is a brief summary of the other unconsolidated jointventure obligations that we have as of December 31, 2007.  Although we have agreed to contribute certainamounts of capital that may be required by these joint ventures, as more fullydescribed below, we do not expect that any significant capital contributions tothe following joint ventures will be required.

 

·      *Arapahoe Crossings, L.P.* We, together with a U.S. partnership comprised substantially of foreigninvestors, have an interest in a joint venture which owns Arapahoe Crossings, acommunity shopping center located in Aurora, Colorado.  Under the terms of this joint venture, wehave a 30% interest and we have agreed to contribute our pro rata share of anycapital that might be required by the joint venture.  The joint venture had loans outstanding ofapproximately $47.0 million as of December 31, 2007.  

 

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As of December 31,2007, the book value of our investment in Arapahoe Crossings, L.P. wasapproximately $14.4 million.

 

·      *BPR Land Partnership, L.P.* We have a 50% interest in a joint venture that owns approximately 10.3acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, we have agreed to contribute ourpro rata share of any capital that might be required by the joint venture.   The joint venture had no loans outstandingas of December 31, 2007.  As of December 31,2007, the book value of our investment in BPR Land Partnership, L.P. wasapproximately $3.8 million.

 

·      *BPR South, L.P.*  Wehave a 50% interest in a joint venture that owns approximately 6.6 acres ofundeveloped land in Frisco, Texas.  Underthe terms of this joint venture, we have agreed to contribute our pro ratashare of any capital that might be required by the joint venture.   The joint venture had no loans outstandingas of December 31, 2007.  As of December 31,2007, the book value of our investment in BPR South, L.P. was approximately$1.4 million.

 

·      *The Residual Joint Venture.* In August 2007, we formed the ResidualJoint Venture with Super LLC, our sole and managing member.  In connection with the formation of theResidual Joint Venture, we contributed 49% of our interest in certainsubsidiaries, owning 18 real properties with an approximate value of $396.0million, to the Residual Joint Venture. We distributed the remaining 51% of ourinterest in the transferred entities to Super LLC, and Super LLC contributedsuch interest in the transferred entities to the Residual Joint Venture.Following these transactions, we owned 49% of the non-managing interest in theResidual Joint Venture, and Super LLC owned 51% of the managing member interestin the Residual Joint Venture.  In November 2007,we contributed 49% of our interest in certain additional subsidiaries, owning25 real properties with an approximate value of $605.0 million, to the ResidualJoint Venture.  We distributed theremaining 51% of our interest in the additional transferred entities to SuperLLC, and Super LLC contributed such interest in the additional transferredentities to the Residual Joint Venture. Also in November 2007, Super LLC contributed its interest incertain subsidiaries, owning 39 real properties with an approximate value of$385.0 million, to the Residual Joint Venture.  Immediately following such contribution, Super LLC contributed apercentage of membership interests in the Residual Joint Venture such that wecontinued to own 49% of the non-managing interest in the Residual JointVenture, and Super LLC continued to own 51% of the managing member interest inthe Residual Joint Venture.  The ResidualJoint Venture owned 79 stabilized retail properties and three properties underredevelopment as of December 31, 2007. Under the terms of the Residual Joint Venture, we are not obligated tocontribute any additional capital to the Residual Joint Venture.  The Residual Joint Venture had loansoutstanding of approximately $0.7 billion as of December 31, 2007.  As of December 31, 2007, the book valueof our investment in the Residual Joint Venture was approximately $340.3million.

 

On March 28, 2008, we executed theContribution Agreement.  The Contribution Agreement was released fromescrow and became effective as of March 30, 2008. Pursuant to theContribution Agreement, we contributed 49% of our interest in certainsubsidiaries (including the owner of The Centre at Preston Ridge) owning 31real properties with an approximate fair market value of $780 million to theResidual Joint Venture.  We distributed 51% of our interest in thetransferred entities to Super LLC, and Super LLC contributed such interest inthe transferred entities to the Residual Joint Venture.  Following thesetransactions, we owned 49% of the interests in the transferred entities, andSuper LLC owned 51% of the interests in the transferred entities.

 

·      *NP/I&G Institutional Retail Company, LLC. *We have a strategic joint venturewith JPMorgan Investment Management Inc. to acquire high-quality institutionalgrade community and neighborhood shopping centers on a nationwide basis.  The joint venture owned 11 stabilized retailproperties and one retail property under redevelopment as of December 31,2007.  Under the terms of this jointventure, we have a 20% interest in the venture and are responsible forcontributing our pro rata share of any capital that might be required by thejoint venture.  Our predecessor initiallycommitted to contribute up to a maximum amount of $30.0 million to the jointventure, however, in connection with the acquisition of certain assets during2005, our predecessor, together with the DownREIT Partnership, contributed adisproportionate share of capital to the venture, such that our predecessor’stotal capital investment as of December 31, 2005 was $41.4 million.  The excess contribution was returned to ourpredecessor in February 2006. During the year ended December 31, 2007, in 

 

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connection withthe acquisition of certain other assets, our predecessor increased ourcommitted capital to the venture to $31.9 million, of which approximately $28.2million had been contributed as of December 31, 2007.  We do not expect that any significantadditional capital contributions will be required, nor do we expect that anyadditional acquisitions of property will be made by the joint venture.  The joint venture had loans outstanding ofapproximately $280.8 million as of December 31, 2007.  As of December 31, 2007, the book valueof our investment in NP/I&G Institutional Retail Company, LLC wasapproximately $37.1 million.

 

·      *NP/SSP Baybrook, LLC*. We have a third strategic joint venture with JP Morgan Investment ManagementInc., which venture was formed for the specific purpose of acquiring BaybrookGateway, a shopping center located in Webster, Texas.  Under the terms of this joint venture, wehave a 20% interest in the venture and are responsible for contributing our prorata share of any capital that might be required by the joint venture; however,we do not expect that any significant additional capital contributions will berequired.  The joint venture had loansoutstanding of approximately $41.0 million as of December 31, 2007.  As of December 31, 2007, the book valueof our investment in NP/SSP Baybrook, LLC was approximately $2.7 million.

 

·      *Westgate Mall, LLC*. We, together with Transwestern Investment Company and The Richard E.Jacobs Group, have an interest in a joint venture that was formed for thespecific purpose of acquiring and redeveloping Westgate Mall, an enclosed malllocated on 55 acres of land in Fairview Park, Ohio.  The joint venture is currently redevelopingthe mall into a large community shopping center.  Under the terms of this joint venture, wehave a 10% interest in the venture and have agreed to contribute our pro ratashare of any capital that might be required by the joint venture.  The joint venture had loans outstanding ofapproximately $55.2 million as of December 31, 2007.   As of December 31, 2007, the book valueof our investment in Westgate Mall, LLC was approximately $1.5 million.

 

*Other Funding Obligations*

* *

Inaddition to the joint venture obligations described above, we also had thefollowing contingent contractual obligations as of December 31, 2007, noneof which we believe will materially adversely affect us:

 

·      *Letters of Credit.*  Wehave arranged for the provision of 8 separate letters of credit in connectionwith certain property or insurance related matters.  If these letters of credit are drawn, we willbe obligated to reimburse the providing bank for the amount of the draw.  As of December 31, 2007, there was nobalance outstanding under any of the letters of credit.  If the letters of credit were fully drawn,the combined maximum amount of exposure would be approximately $14.9 million.

 

·      *Non-Recourse and Other Debt Guarantees*.  Under certain of our non-recourse loans andthose of our joint ventures, we could, under certain circumstances, beresponsible for portions of the mortgage indebtedness in connection withcertain customary non-recourse carve out provisions such as environmentalconditions, misuse of funds and material misrepresentations.  As of December 31, 2007, we had mortgageand term loans outstanding of approximately $619.7 million, excluding theimpact of unamortized premiums, and our unconsolidated joint ventures hadmortgage loans outstanding of approximately $1.8 billion.  In addition, we have guaranteed certainconstruction and other obligations related to certain joint venture developmentprojects; however we do not expect that our obligations under such guaranteeswill be material if called upon.

 

·      *Leasing Commitments. *We haveentered into leases, as lessee, in connection with ground leases for shoppingcenters which we operate and our administrative office space.  These leases are accounted for as operatingleases.  The minimum annual rental commitmentsfor these leases during the next five fiscal years and thereafter areapproximately as follows (dollars in thousands):

 
| **Year**   | ** ** | ** ** | ** ** |
|------------|------------|------------|------------|
| 2008       |       | $          | 3,629      |   |
| 2009       |       | 3,553      |       |
| 2010       |       | 3,389      |       |
| 2011       |       | 3,287      |       |
| 2012       |       | 3,128      |       |
| Thereafter |       | 38,797     |       |
|            |            |            |            |  |

 

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·      *Redemption Rights. *Thelimited partners of the DownREIT Partnership have a redemption right for their Class APreferred Units which will be exercisable starting April 20, 2008.  Each Class A Preferred Unit isredeemable for $33.15 plus all accrued and unpaid distributions.  The aggregate redemption amount payable toall limited partners would be approximately $83.2 million.  The DownREIT Partnership must pay theredemption amount on June 27, 2008 to any redeeming limited partners whichit receives a notice of redemption from on or prior to June 13, 2008.

 

We arenot presently involved in any material litigation arising outside the ordinarycourse of business.  However, we areinvolved in routine litigation arising in the ordinary course of business, noneof which is believed to be material in light of our reserves for suchmatters.  In connection with a specifictenant litigation, and based upon certain rulings occurring during the thirdquarter of 2005, we maintain an aggregate reserve of approximately $4.8 millionas of December 31, 2007.  Given theincrease in the reserve previously taken by our predecessor, and the currentstatus of the tenant litigation, we believe that any loss in excess of theestablished reserve would be immaterial.

 

For adiscussion of other factors which may adversely affect our liquidity andcapital resources, please see the section titled “Risk Factors” in Item 1A ofthis Annual Report on Form 10-K.

 

**Inflation**

** **

Themajority of our leases contain provisions designed to mitigate the adverseimpact of inflation.  Such provisionscontain clauses enabling us to receive percentage rents, which generallyincrease as prices rise but may be adversely impacted by tenant salesdecreases, and/or escalation clauses which are typically related to increasesin the consumer price index or similar inflation indices.  In addition, we believe that many of ourexisting lease rates are below current market levels for comparable space andthat upon renewal or re-rental such rates may be increased to be consistentwith, or get closer to, current market rates. This belief is based upon an analysis of relevant market conditions,including a comparison of comparable market rental rates, discussions with ourproperty manager, and upon the fact that many of our leases have been in placefor a number of years and may not contain escalation clauses sufficient tomatch the increase in market rental rates over such time.  Most of our leases require the tenant to payits share of operating expenses, including common area maintenance, real estatetaxes and insurance, thereby reducing our exposure to increases in costs andoperating expenses resulting from inflation. In addition, we periodically evaluate our exposure to interest ratefluctuations, and may enter into interest rate protection agreements whichmitigate, but do not eliminate, the effect of changes in interest rates on ourfloating rate loans.

 

In thenormal course of business, we also face risks that are either non-financial ornon-qualitative.  Such risks principallyinclude credit risks and legal risks.

 

**Item 7A*.         Quantitative andQualitative Disclosures about Market Risk***

** **

As of December 31,2007, we had approximately $8.7 million of outstanding floating ratemortgages.  We also had approximately$306.8 million outstanding under our floating rate Amended July 2007Revolving Facility and $181.5 million outstanding under floating rate securedterm loans.  We do not believe that theinterest rate risk represented by our floating rate debt is material as of December 31,2007, in relation to our approximately $1.8 billion of outstanding total debtand our approximately $5.7 billion of total assets as of that date. Thisassessment may change depending upon changes in market floating interest ratesin the short-term. In addition, as discussed below, we have converted $65.0million of fixed rate borrowings to floating rate borrowings through the use ofhedging agreements. 

 

As of December 31,2007, we had two reverse arrears swap agreements.  The two reverse arrears swap agreementseffectively convert the interest rate on $65.0 million of the debt from a fixedrate to a blended floating rate of 30 basis points over the six-month LIBORrate.  These two swaps will terminate on February 1,2011.

 

Hedgingagreements may expose us to the risk that the counterparties to theseagreements may not perform, which could increase our exposure to fluctuatinginterest rates.  Generally, thecounterparties to hedging agreements that we enter into are major financialinstitutions.  We may borrow additionalmoney with floating interest rates in the future.  Increases in interest rates, or the loss ofthe benefit of existing or future hedging agreements, would increase ourexpense, which would adversely affect cash flow and our ability to service ourdebt.  Future increases in interest rateswill

 

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increase our interest expense as compared to the fixedrate debt underlying our hedging agreements and we could be required to makepayments to unwind such agreements.

 

Ifmarket rates of interest on our variable rate debt increase by 1%, the increasein annual interest expense on our variable rate debt would decrease futureearnings and cash flows by approximately $5.6 million.  If market rates of interest on our variablerate debt decrease by 1%, the decrease in interest expense on our variable ratedebt would increase future earnings and cash flows by approximately $5.6million.  This assumes that the amountoutstanding under our variable rate debt remains at approximately $562.0million (including the impact of $65.0 million in reverse arrears swapagreements), the balance as of December 31, 2007.  If market rates of interest increase by 1%,the fair value of our total outstanding debt would decrease by approximately$58.7 million.  If market rates ofinterest decrease by 1%, the fair value of our total outstanding debt wouldincrease by approximately $86.7 million. This assumes that our total debt outstanding remains at approximately$1.8 billion, the balance as of December 31, 2007.

 

As of December 31,2007, wehad no material exposure to foreign currency exchange risk, commodity pricerisk or equity price risk.  In additionto the other factors which may constrain our ability torefinance our short-term debt obligations addressed elsewhere in this AnnualReport on Form 10-K, our ability to refinance such obligations may befurther constrained as a result of recent dislocations in the global creditmarkets.

 

**Item 8.*            Financial Statementsand Supplementary Data***

** **

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

 

**Item 9**.***            Changes in and Disagreements with Accountants onAccounting and Financial Disclosure***

** **

None.

 

**Item 9A**.         ***Controls and Procedures***

 

**Evaluation of Disclosure Controls and Procedures**

** **

Anevaluation was performed under the supervision and with the participation ofour management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (asdefined in Rule 13a-15(e) under the Exchange Act) as of the end ofthe period covered by this report.  Basedon that evaluation and the material weaknesses described in Management’s reporton internal control over financial reporting set forth on page F-2 of thisAnnual Report on Form 10-K, our Chief Executive Officer and Chief FinancialOfficer concluded that these disclosure controls and procedures were noteffective as of the end of the period covered by this Annual Report on Form 10-K.

 

**Management’s Report on Internal Control Over FinancialReporting**

** **

Management’sreport on internal control over financial reporting is set forth on page F-2of this Annual Report on Form 10-K, and is incorporated herein byreference.

** **

**Changes in Internal Control Over FinancialReporting**

** **

Otherthan the material weaknesses described in Management’s report on internalcontrol over financial reporting and our plans for remediation discussedtherein, there has been no change in our internal control over financialreporting during our most recent fiscal quarter that has materially affected,or is reasonably likely to materially affect, our internal control overfinancial reporting.

 

**Item 9B.         *Other Information***

** **

Notapplicable.

 

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**PART III**

 

**Item 10.         *Directors, ExecutiveOfficers, and Corporate Governance***

** **

**DIRECTORS AND EXECUTIVE OFFICERS**

** **

**OurExecutive Officers and Directors**

** **

As a result of the Merger described in Item 1 ofthis Annual Report on Form 10-K, the Common Stock of New Plan ceased to beoutstanding as of April 20, 2007, and was accordingly de-listed under Section 12of the Securities Exchange Act of 1934, as amended.  As a result of the Merger and Liquidation,all of New Plan’s assets were transferred to us and we assumed all of itsliabilities.  We are a Maryland limitedliability company.  In accordance withour organizational documents, our business and affairs are managed by our solemember, Super LLC.  In accordance withSuper LLC’s organizational documents, Super LLC’s business and affairs aremanaged by six members, each of whose affairs are governed by a board ofdirectors.  Accordingly, we do not haveany directors.  All of our namedexecutives are employed by the Management Joint Venture, but were paid up untilDecember 31, 2007 by us.  Where thenamed executive was employed by the Management Joint Venture prior to April 20,2007, the executive was paid directly by the Management Joint Venture.

 

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

 

Glenn J. Rufrano, age 58, has served as the ChiefExecutive Officer and President for us and the Management Joint Venture since April 20,2007.  Mr. Rufrano served as theChief Executive Officer of New Plan from February 2000 through February 20,2007.  From February 2000 until March 2002,Mr. Rufrano also served as President of New Plan.  He was a partner in The O’Connor Group, adiversified real estate firm, from its inception in 1983 until March 2000.  He was Chief Financial Officer of The O’ConnorGroup from June 1990 to November 1994 and President and ChiefOperating Officer from November 1994 to March 2000.  He also was Co-Chairman of The Peabody Group,an association between The O’Connor Group and J.P. Morgan & Co., Inc.,from September 1998 to March 2000.

 

John Braddon, age 42, has served as the ExecutiveVice President and Chief Financial Officer for us and the Management JointVenture since May 21, 2007.  Mr. Braddonserved as Vice President, Corporate Reporting of the Management Joint Venturefrom January 2006 until May 2007.  Prior thereto, he served asAudit Director at ANZ Bank in Australia since February 2005.  Prior thereto, he served as FinancialController for Uecomm Pty Ltd. since December 2001.

 

Steven Siegel, age 48, has served as the ExecutiveVice President for us and the Management Joint Venture since April 20,2007 and Secretary since May 21, 2007. Mr. Siegel was Executive Vice President since March 2002 andthe General Counsel of New Plan since 1991. He was New Plan’s Senior Vice President from September 1998 to March 2002.Mr.  Siegel also served as the Secretary of New Plan from 1991 to September 1998and from April 1999 to April 20, 2007.

 

Basil Donnelly, age 43, has served as our ExecutiveVice President since February 27, 2007, and has served as our AssistantSecretary since May 21, 2007.  Mr. Donnelly has also served asSenior Vice President and General Counsel of the Management Joint Venture sinceJuly 2006.  Prior thereto, he servedas Vice President and General Counsel of the Management Joint Venture since April 2005. Prior thereto, he served as Vice President and General Counsel of KramontRealty Trust since November 2000.

 

Michael Moss, age 39, has served as our ExecutiveVice President since February 27, 2007.   Mr. Moss has also served as VicePresident, National Director of Leasing of the Management Joint Venture since July 2006.   Prior thereto, he served as Vice Presidentand Director of Leasing of the Management Joint Venture since April 2005.   Prior thereto, he served as Vice Presidentand Director of Leasing of Kramont Realty Trust since July 2003.   Prior thereto, he served as Vice President ofLeasing of Kramont Realty Trust.

 

Tom Lorenzen, age 43, has served as our ExecutiveVice President since February 27, 2007.   Mr. Lorenzen has also served as ChiefInvestment Officer of the Management Joint Venture since January 2007.   Prior thereto, he served as Sr. Vice President—InvestmentManagement of the Management Joint Venture since April 2005.  Prior thereto, he served as NationalInvestment Manager of Centro Properties Group since November 2003.  Prior thereto, he served as FinancialAccounting Manager of Centro Properties Group since November 1999.

 

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John Van de Waterbeemd, age 37, has served as ourExecutive Vice President since April 20, 2007.  Mr. Van de Waterbeemd has served asSenior Vice President, Shared Services of the Management Joint Venture since March 2007. Prior thereto, he served as General Manager, Shared Services for CentroProperties Group since March 2006. Prior thereto, he served as Corporate Finance Manager for CentroProperties Group since April 2003. Prior thereto, he served as Head of Finance for MCS Property since August 2002.

 

Michael Carroll, age 39, has served as the ExecutiveVice President for us and the Management Joint Venture since April 20,2007.  Mr. Carroll was ExecutiveVice President—Real Estate Operations of New Plan from March 2005 to April 20,2007.  From March 2002 to March 2005,he was New Plan’s Senior Vice President—Director of Redevelopment.  Between November 1992 and March 2002,Mr. Carroll held various positions at New Plan, including VicePresident—Asset Management, Vice President—Leasing and Assistant VicePresident—Leasing.

 

Leonard Brumberg, age 64, has served as the ExecutiveVice President for us and the Management Joint Venture since April 20,2007.  Mr. Brumberg was ExecutiveVice President—Portfolio Management of New Plan from March 2005 to April 20,2007 and an Executive Vice President of New Plan from September 2000 to April 20,2007. Mr. Brumberg was Managing Director and Chief Operating Officer ofCity Center Retail Trust, a private REIT, from October 1997 to September 2000.

 

Dean Bernstein, age 49, has served as the ExecutiveVice President for us and the Management Joint Venture since April 20,2007.  Mr. Bernstein was ExecutiveVice President—Acquisitions/Dispositions of New Plan from March 2005 to April 20,2007 and was employed by New Plan since 1991. He was New Plan’s Senior Vice President—Acquisitions/Dispositions from January 2001to February 2005 and its Senior Vice President—Finance from September 1998to January 2001.

 

**AUDIT COMMITTEE FINANCIAL EXPERT AND AUDIT COMMITTEE**

** **

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

 

**CODE OF ETHICS**

** **

We have not yet adopted a code of ethics.  We are currently evaluating andconsidering whether to adopt a code of ethics.

 

**DIRECTOR NOMINATIONS BY SECURITYHOLDERS**

** **

Prior to the Merger and Liquidation, New Planmaintained a corporate governance and nominating committee that, among otherthings, considered all persons recommended by New Plan’s stockholders in thesame manner as all other director candidates and established procedures bywhich interested stockholders who wished to submit qualified candidates coulddo so.  We are not required to and do notmaintain such a committee or such procedures due to the fact that we are whollyowned by Super LLC and do not have a board of directors.

 

**Item 11.  *Executive Compensation***

** **

**COMPENSATION DISCUSSION ANDANALYSIS**

** **

As noted above, we assumed all of New Plan’sassets and liabilities on April 20, 2007. Prior to that date, we did not conduct any business.  Information included in this Item 11 relatesto the compensation paid to our named executive officers, as identified in theSummary Compensation Table below, from and after April 20, 2007.

 

Beginning April 20, 2007 and throughoutthe remainder of 2007 (with the exception of Mr. Roche who terminated hisemployment in July 2007), each of our named executive officers that hadpreviously been employed by our 

 

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predecessor became employed by the ManagementJoint Venture, which is indirectly controlled by Centro Properties Group, apublicly traded Australian entity that owns numerous real estate assets inAustralia and the United States, in addition to some of our properties.  In addition, Mr. Braddon has served asan officer of the Management Joint Venture since January 2006.  Each of our named executive officers servesas an officer of both us and the Management Joint Venture but we do not haveany employees.

 

Each of our named executive officers was, during2007, paid by the Company. These payments, along with other costs incurred bythe Company during the transition period during which time the Management JointVenture was preparing to replicate such functions, offset the management feesotherwise owed to the Management Joint Venture. All compensation objectives, policies and decisions made with respect tothe amounts or forms of compensation paid to our named executive officers aremade by the Management Joint Venture.  Wedo not participate in this decision-making process, but merely pay managementfees to the Management Joint Venture who then uses a portion of such fees,together with fees collected from other properties managed by the ManagementJoint Venture, to pay the salaries of and otherwise compensate our namedexecutive officers and its other employees.

 

**COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS**

** **

**ExecutiveCompensation**

** **

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

 

***SummaryCompensation Table***

 
| **Name and Principal  Position (1)**                  | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($) (2)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards  ($)** | ** ** | **All Other  Compensation  ($) (3)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------------------------------------|------------|----------|------------|-----------------|------------|-------------------------|------------|------------------------|------------|-------------------------|------------|------------------------------------------------|------------|----------------|------------|
| Glenn J.  Rufrano,  Chief Executive Officer                          |       | 2007     |       | 477,693         |       | 1,750,000               |       | —                 |       | —                  |       | 2,000,000                                      |       | 4,227,693      |       |
| John Braddon,  Executive Vice President and Chief Financial Officer  |       | 2007     |       | 230,150         |       | 122,290                 |       | —                 |       | —                  |       | 1,017,523                                      |       | 1,369,963      |       |
| John B. Roche,  Executive Vice President and Chief Financial Officer |       | 2007     |       | 97,020          |       | —                  |       | —                 |       | —                  |       | 1,367,500                                      |       | 1,464,520      |       |
| Michael Carroll,  Executive Vice President                           |       | 2007     |       | 281,538         |       | 595,000                 |       | —                 |       | —                  |       | 800,000                                        |       | 1,676,538      |       |
| Steven F.  Siegel,  Executive Vice President and Secretary           |       | 2007     |       | 246,592         |       | 607,500                 |       | —                 |       | —                  |       | 630,000                                        |       | 1,484,092      |       |
| Dean Bernstein,  Executive Vice President                            |       | 2007     |       | 245,752         |       | 562,250                 |       | —                 |       | —                  |       | 630,000                                        |       | 1,438,002      |       |

 

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(1)          Eachof Messrs. Rufrano, Carroll, Siegel and Bernstein has served as anexecutive officer since April 20, 2007. Mr. Roche served as Executive Vice President and Chief FinancialOfficer from April 20, 2007 to May 21, 2007, and Mr. Braddon hasserved as Executive Vice President and Chief Financial Officer since May 21,2007.

 

 (2)       Amounts represent discretionary cash bonusesthat were paid to each named executive officer (other than Mr. Roche) in July 2007,as well as Retention Bonuses (as defined under “Narrative Disclosure to Summary

 

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Compensation Table andGrants of Plan-Based Awards Table—Employment Agreements with Our ExecutiveOfficers” below) that were paid to each named executive officer (other than Messrs. Braddonand Roche) in July 2007 in consideration of entering into such namedexecutive officer’s employment agreement. The discretionary bonuses were subject to a guaranteed minimum amountand range, to be paid within such range as determined at the discretion of theboard of directors of Centro Properties Group. The amounts of the discretionary cash bonus and Retention Bonus for eachnamed executive officer are as follows: (i) for Mr. Rufrano, $250,000discretionary cash bonus, and $1,500,000 Retention Bonus; (ii) for Mr. Carroll,$100,000 discretionary cash bonus, and $495,000 Retention Bonus; (iii) forMr. Siegel, $75,000 discretionary cash bonus, and $532,500 RetentionBonus; and (iv) for Mr. Bernstein, $60,000 discretionary cash bonus,and $502,250 Retention Bonus.  Theamounts of the Retention Bonuses reflected in the “Bonus” column represent theamount of such Retention Bonuses paid in 2007, which constitute 50% of thetotal amounts payable as Retention Bonuses; the remaining 50% of each namedexecutive officer’s Retention Bonus is payable to such named executive officeron April 20, 2009, provided, that his employment is not terminated by theManagement Joint Venture for cause, or by him without good reason prior to suchdate.  As discussed in “CompensationDiscussion and Analysis” above, the decision to make the discretionary bonuspayments was not made by us.  See “NarrativeDisclosure to Summary Compensation Table and Grants of Plan-Based AwardsTable—Employment Agreements with Our Executive Officers” below for additionalinformation regarding the Retention Bonuses and the timing of payment of suchbonuses.

 

(3)          For each named executiveofficer (other than Messrs. Braddon and Roche), All Other Compensationincludes an equity incentive compensation award granted to each of the namedexecutive officers by the Management Joint Venture pursuant to the terms ofeach named executive officer’s employment agreement.  These awards represent grants of stockoptions and restricted shares in Centro Properties Group, an Australianpublicly traded company.  We do not, andwill not, have any equity awards outstanding and thus we do not recognize anycompensation expense for these awards in accordance with Statement of FinancialAccounting Standards No. 123(R), *Share-Based Payment*(“SFAS No. 123R”) in our financial statements. We have, however, included these awards in the All Other Compensationcolumn because we believe they have been granted, at least in part, asconsideration for the services provided to us by our named executiveofficers.  The value of the awardsgranted are as follows:  Mr. Rufrano– $2,000,000; Mr. Carroll – $800,000; Mr. Siegel – $630,000; and Mr. Bernstein– $630,000.  The dollar value of theseawards is then used to determine the number of stock options and restrictedshares subject to each award based on (i) in the case of stock options, anassumed value of such options as of the grant date, based on a Monte CarloSimulation with respect to performance-based vesting options, or a binomialtree valuation methodology with respect to time-based vesting options, (ii) inthe case of restricted shares, the average price of the Centro Properties Group’scommon shares on the Australian Securities Exchange that were acquired by afinancial broker for the purpose of granting these awards, measured over thenumber of days required by such financial broker to acquire the shares, and (iii) inthe case of stock options and restricted shares, the May 2007 averageexchange rate as published by the Reserve Bank of Australia for A$:US$ of1.2118.  The value also assumes thesatisfaction of all time- and performance-based vesting requirements, asdescribed in the footnotes to the “Grants of Plan-Based Awards Table”below.  For the number of options andrestricted shares granted to each named executive officer, see the Grants ofPlan-Based Awards Table and Outstanding Equity at Fiscal Year-End Tablebelow.  In the case of Mr. Braddon,All Other Compensation includes (i) the value of a nonrecourseinterest-free loan in the amount of $858,178 provided to Mr. Braddon byCentro Properties Group, determined as the amount required to enable Mr. Braddonto purchase 125,000 shares of stock of Centro Properties Group (which wascalculated using an average 2007 exchange rate for A$:US$ of 1.20 and the loanamount of A$1,029,813), (ii) $101,900 in the form of a housing allowanceprovided by the Management Joint Venture, and (iii) imputed interest(imputed at the rate of 4.92% which is a blended applicable federal ratepublished by the Internal Revenue Service) in the amount of $57,445,attributable to the balance of Mr. Braddon’s outstanding loans as of December 31,2007, which includes the interest-free nonrecourse loan described under (i) above.  In the case of Mr. Roche, All OtherCompensation reflects amount paid to Mr. Roche in January 2008 asconsideration for his entering into a non-competition and confidentialityagreement in connection with his termination of employment in July 2007.

 

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***Grantsof Plan-Based Awards in 2007 (1)***

*** ***
| ** ** | ** ** | ** **      | ** ** | **Date of  Board  Action** | ** ** | **Estimated Future Payouts Under Equity  Incentive Plan Awards** | ** ** | **All Other  Stock  Awards:  Number of  Shares of** | ** ** | **All Other  Option  Awards:  Number of  Securities** | ** ** | **Equity  Exercise or  Base Price** | ** ** | **Grant  Date Fair  Value of  Stock and** | ** ** |
|------------|------------|-----------------|------------|---------------------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------------------|------------|----------------------------------------------------------|------------|
| **Name**   | ** ** | **Grant  Date** | ** ** | **Approving  Award  Grant**     | ** ** | **Threshold  (#)**                                                                             | ** ** | **Target  (#)**                                                    | ** ** | **Maximum  (#)**                                                | ** ** | **Stock or  Units  (#)**                 | ** ** | **Underlying  Options  (#) (2)**                    | ** ** | **of Option  Awards  ($/Sh) (3)** | ** ** | **Option  Awards  ($) (4)** | ** ** |
| Glenn J.   | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 53,040                                                                                         | (5)        |                                                               | (5)        | 132,600                                                         | (5)        | ** **                                    | ** ** | ** **                                               | ** ** | ** ** | ** ** | **—** | ** ** |
| Rufrano    | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 175,640                                                                                        | (6)        |                                                               | (6)        | 439,100                                                         | (6)        | ** **                                    | ** ** | ** **                                               | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** | 439,100                                                  | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** |            | ** ** |                            | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** |   | ** ** | ** ** | ** ** |
| John       | ** ** | —          | ** ** | **—**                      | ** ** | **—**                                                                                     | ** ** | **—**                                                         | ** ** | **—**                                                      | ** ** | **—**                                    | ** ** | —                                                   | ** ** | **—** | ** ** | **—** | ** ** |
| Braddon    | ** ** |            | ** ** | ** **                      | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | ** ** | ** ** |
|       | ** ** |            | ** ** | ** **                      | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | ** ** | ** ** |
| John B.    | ** ** | —          | ** ** | **—**                      | ** ** | **—**                                                                                     | ** ** | **—**                                                         | ** ** | **—**                                                      | ** ** | **—**                                    | ** ** | —                                                   | ** ** | **—** | ** ** | **—** | ** ** |
| Roche      | ** ** |            | ** ** | ** **                      | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | ** ** | ** ** |
|       | ** ** |            | ** ** | ** **                      | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Steven F.  | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 16,720                                                                                         | (5)        |                                                               | (5)        | 41,800                                                          | (5)        | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | **—** | ** ** |
| Siegel     | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 55,360                                                                                         | (6)        |                                                               | (6)        | 138,400                                                         | (6)        | ** **                                    | ** ** |                                                     | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** | 138,400                                                  | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** |            | ** ** |                            | ** ** | ** **                                                                                     | ** ** | ** **                                                         | ** ** | ** **                                                      | ** ** | ** **                                    | ** ** |                                                     | ** ** |   | ** ** | ** ** | ** ** |
| Michael    | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 21,240                                                                                         | (5)        |                                                               | (5)        | 53,100                                                          | (5)        | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | **—** | ** ** |
| Carroll    | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 70,280                                                                                         | (6)        |                                                               | (6)        | 175,700                                                         | (6)        | ** **                                    | ** ** |                                                     | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** |                                                                                           |       |                                                               | ** ** |                                                            |       | ** **                                    | ** ** | 175,700                                                  | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** |            | ** ** |                            | ** ** |                                                                                           |       |                                                               | ** ** |                                                            |       | ** **                                    | ** ** |                                                     | ** ** |   | ** ** | ** ** | ** ** |
| Dean       | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 16,720                                                                                         | (5)        |                                                               | (5)        | 41,800                                                          | (5)        | ** **                                    | ** ** |                                                     | ** ** | ** ** | ** ** | **—** | ** ** |
| Bernstein  | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** | 55,360                                                                                         | (6)        |                                                               | (6)        | 138,400                                                         | (6)        | ** **                                    | ** ** | ** **                                               | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |
|       | ** ** | 7/31/07         | ** ** | 7/9/07                          | ** ** |                                                                                           |       |                                                               | ** ** |                                                            |       | ** **                                    | ** ** | 138,400                                                  | ** ** | A$ | 8.1523 | ** ** | **—** | ** ** |

 

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(1)               Awards in thistable represent grants of stock options and restricted shares in, and made by,Centro Properties Group, an Australian publicly traded company, and one of ourultimate parents.

 

(2)              Amounts in this column represent time-vested stockoption awards granted by Centro Properties Group under the Centro Executive Option Plan, which awards will vest on July 31,2010 if, and to the extent that, the individual remains employed with theManagement Joint Venture at such time.

 

(3)               Represents theoption exercise price in Australian dollars.

 

(4)              TheCompany recognized no accounting expense pursuant to SFAS No. 123R as a resultof the equity grants set forth in this table, as the grants were made by CentroProperties Group with respect to the common shares of  Centro Properties Group.

 

(5)              Awardsrepresent performance-based restricted shares granted by Centro PropertiesGroup under the Centro Employee Security Plan, which will vest on July 31, 2010, either in whole orin part, if, and to the extent that, the total shareholder return on CentroProperty Group’s common shares exceeds the total shareholder return of a peergroup of Australian-listed property trusts. If the total shareholder return exceeds at least 50% of the peer group,a total of 40% of the restricted shares vest. An increasing number of shares vest as the performance of CentroProperties Group improves in comparison to the peer group, with 100% of therestricted shares vesting if the total shareholder return exceeds at least 80%of the peer group.  Under the terms ofthe award there is no “target” performance threshold; rather, any amountspayable in excess of the “threshold” amount are determined on an incrementalbasis up to the “maximum” amount.  Asdiscussed in “Compensation Discussion and Analysis” above, the structure, formand amount of these awards, including the performance metrics used and theAustralian-listed property trusts comprising the peer group, was determined bythe Management Joint Venture, through Centro Properties Group, and not by us.

 

(6)               Awards representperformance-based stock option awards granted by Centro Properties Group underthe Centro Executive Option Plan, which will vest on July 31, 2010, eitherin whole or in part, if, and to the extent that, the total shareholder returnon Centro’s common shares exceeds the total shareholder return of a peer groupof Australian listed property trust securities. If the total shareholder return exceeds at least 50% of the peer group,a total of 40% of the performance-based stock options vest.  An increasing number of shares vest as theperformance of Centro Properties Group improves in comparison to the peergroup, with 100% of the performance-based stock options vesting if the totalshareholder return exceeds at least 80% of the peer group.  Under the terms of the award there is no “target”performance threshold; rather, any amounts payable in excess of the “threshold”amount are determined on an incremental basis up to the “maximum” amount.  As discussed in “Compensation Discussion andAnalysis” above, the structure, form and amount of these awards, including theperformance metrics used and the Australian-listed property trusts comprisingthe peer group, was determined by the Management Joint Venture, through CentroProperties Group, and not by us.

 

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**NarrativeDisclosure to Summary Compensation Table and Grants of Plan-Based Awards Table**

** **

***EmploymentAgreements with Our Executive Officers***

*** ***

We are not a party to anyemployment or similar agreement with our named executive officers.  In July 2007, the Management JointVenture entered into employment agreements with each of Messrs. Rufrano,Carroll, Siegel and Bernstein, and in May 2007 amended the terms of Mr. Braddon’semployment agreement.  The principalterms of each of these agreements are summarized below, except with respect topotential payments and other benefits upon certain terminations or a change incontrol of the Management Joint Venture or Centro Properties Group, which aresummarized below under “Potential Payments upon Termination or Change inControl”.

 

Rufrano, Carroll, Siegel andBernstein Employment Agreements

 

The Management Joint Venture’semployment agreement with each named executive officer, other than with Mr. Braddon,contains substantially similar terms and is summarized below.  Each employment agreement provides for a termending on July 23, 2008, and extends automatically for additional one-yearperiods unless either the Management Joint Venture or the executive elects notto extend the term.  Under the employmentagreement, each named executive officer received two cash bonuses.  First, he received a bonus covering the periodfrom when he commenced employment under the employment agreement through June 30,2007 (the fiscal year end of Centro Properties Group).  The amount of this bonus for each namedexecutive officer is reflected in the “Bonus” column of the Summary CompensationTable set forth above.  In addition, hereceived a bonus payment in consideration of entering into the employmentagreement (the “Retention Bonus”), 50% of which was paid to him in July 2007(and which also is included in the “Bonus” column of the Summary CompensationTable set forth above), and 50% of which is payable to him on April 20,2009; provided, that his employment is not terminated by the Management JointVenture for cause, or by him without good reason, prior to such date.

 

Under the employmentagreement, each named executive officer also will be eligible to receiveshort-term incentive bonuses based on the achievement of certain financialgoals for the years ending June 30, 2008 and beyond, as determined by theManagement Joint Venture.  These goalsrelate to the overall financial performance of Centro Properties Group’s realestate operations, which include operations of entities in addition to us.  If these goals are achieved, each executivemay receive a short-term incentive cash bonus (50% of such bonus is based onthe achievement of certain performance metrics related to operations inAustralia and 50% of such is bonus based on the achievement of certainperformance metrics related to operations in the U.S.) equal to a percentage ofhis base salary (60-85% of base salary with respect to Messrs. Siegel andBernstein, 70-100% of base salary with respect to Mr. Carroll and 100-150%of base salary with respect to Mr. Rufrano).  Each named executive officer also will beentitled to receive certain long-term incentive awards, including stock optionsand restricted shares, from time to time as determined by the Management JointVenture.  Each named executive officeralso will be entitled to participate in all employee benefit plans, programs andarrangements made available to other Management Joint Venture senior executivesgenerally.

 

Braddon Employment Agreement

 

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

 

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Roche Non-Competition andConfidentiality Agreement

 

In July 2007,Mr. Roche terminated his employment for “good reason” per the terms of hisemployment agreement with New Plan, following which the parties entered into anon-competition and confidentiality agreement. As consideration for abiding by the terms and restrictions as set forthin such agreement, and executing and not revoking a waiver and release, in January 2008Mr. Roche was paid $1,367,500 and any remaining unused and accruedvacation time as of his termination date. Such separation payment was paid in full in 2008 and no furthercompensation or benefits are owed to Mr. Roche.

 

***Outstanding Equity Awards at Fiscal Year-End*****(as of fiscal year ended December 31, 2007)(1)**

 

 
| ** **           | ** ** | **Option  Awards**                                                                 | ** ** | **Stock  Awards**                                                                         | ** ** |
|----------------------|------------|------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| ** **

**Name** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Unexercisable  (2)** | ** ** | **Equity  Incentive  Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options  (#) (3)** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** | **Equity  Incentive  Plan  Awards:  Number of  Unearned  Shares,  Units or  Other  Rights  That Have  Not  Vested  (#)(4)** | ** ** | **Equity  Incentive  Plan Awards:  Market or  Payout  Value of  Unearned  Shares, Units  or  Other Rights  That  Have  Not  Vested  ($) (5)** | ** ** |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| Glenn J. Rufrano     |       |                                                                               |       | 439,100                                                                                   |       |   |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       | 175,640 |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   | 53,040 |   | A$ | 53,570.40 |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| John Braddon         |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| John Roche           |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| Steven F. Siegel     |       |                                                                               |       | 138,400                                                                                   |       |   |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       | 55,360 |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   | 16,720 |   | A$ | 16,887.20 |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| Michael Carroll      |       |                                                                               |       | 175,700                                                                                   |       |   |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       | 70,280 |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   | 21,240 |   | A$ | 21,452.40 |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   |   |   |   |   |
| Dean Bernstein       |       |                                                                               |       | 138,400                                                                                   |       |   |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       | 55,360 |   | A$ | 8.1523 |   | 7/31/17 |   |   |   |   |   |
|                 |       |                                                                               |       |                                                                                      |       |   |   |   |   |   |   | 16,720 |   | A$ | 16,887.20 |   |

 

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(1)         Awards inthis table vest on July 31, 2010 if certain conditions are met, asdescribed below and in the footnotes to the “Grants of Plan-Based Awards Table”above.  Awards in this table representgrants of stock options and restricted shares pursuant to an employmentagreement between the named executive officer and the Management JointVenture.  The awards represent grants ofstock options and restricted shares in Centro Properties Group, an Australianpublicly traded company.

 

(2)         Amountsrepresent time-vested stock options that vest on July 31, 2010 if, and tothe extent that, the individual remains employed with the Management JointVenture at such time.

 

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(3)          Amountsrepresent the number of shares that would vest under performance-based stockoptions if, in each case, the “threshold” performance criterion is satisfied.

 

(4)          Amountsrepresent the number of restricted shares that would vest underperformance-based awards if, in each case, the “threshold” performancecriterion is satisfied.

 

(5)          Marketvalue calculations are based on the closing trading price of A$1.01 per shareof Centro Properties Group common stock on the Australian Securities Exchangeon December 31, 2007.

 

**Potential Payments upon Terminationor Change in Control**

 

The following discussionsummarizes the potential payments and acceleration rights upon certainterminations and/or a change in control of the Company for each of the namedexecutive officers, assuming a December 31, 2007 termination or change incontrol date. These payments and acceleration rights are contained within thenamed executive officers’ employment agreements, the Centro Employee SecurityPlan and the Centro Executive Option Plan. The amount payable to or realized byeach named executive officer may vary depending on the nature of thetermination, whether as a result of termination by the Management Joint Venturewithout “cause” or by the executive for “good reason” (which is defined toinclude a “change in control” of Centro Properties Group, the Management JointVenture or Centro US), or in the event of death or disability of the executive.Except with respect to Mr. Braddon, in the event the executive becomesdisabled or his employment terminates during the term, any payments or benefitsto which he is entitled under his employment agreement is subject to hisexecution and non-revocation of a release of claims.  For purposes of quantifying the value ofcontinued insurance coverage benefits presented in the disclosure below, we haveestimated a value of such insurance benefits based on the amount the ManagementJoint Venture would pay under COBRA for insurance coverage on behalf of thenamed executive officer over the applicable time period.

 

For purposes of theemployment agreements for Messrs. Rufrano, Siegel, Carroll and Bernstein, “cause”and “good reason” are defined as follows:

 

Causegenerally means: (i) conviction of, or plea of guilty or nolo contendereto, a felony; (ii) willful and continued failure to use reasonable bestefforts to substantially perform his duties under the employment agreement(other than such failure resulting from the executive’s incapacity due tophysical or mental illness or subsequent to the issuance of a notice oftermination by the executive for good reason) after demand for substantialperformance is delivered in writing that specifically identifies the manner inwhich the Management Joint Venture believes the executive has willfully andcontinually failed to use reasonable best efforts to substantially perform hisduties under the employment agreement; or (iii) willful misconduct thathas a materially adverse effect on the Management Joint Venture or to anyaffiliate thereof.

 

Good reasongenerally means:

 

(i)      the assignment to the executive of dutiesmaterially and adversely inconsistent with the executive’s status or a materialand adverse alteration in the nature of his duties and/or responsibilities,reporting obligations, titles or authority;

 

(ii)     a reduction in the executive’s base salary,short-term incentive-bonus range, or a failure to pay any such amounts whendue;

 

(iii)    a failure by the Management Joint Venture tomake certain payments or provide any material employee benefits as described inthe employment agreement;

 

(iv)    the relocation of the executive’s own officelocation to a location that is more than 50 miles from New York, New York;

 

(v)     termination of the executive’s employmentfor cause, not effected pursuant to the employment agreement;

 

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(vi)   the Management Joint Venture’s failure toprovide the indemnification set forth in the employment agreement, or torequire any successor to assume the employment agreement;

 

(vii)  a change in control (as defined in theemployment agreement); or

 

(viii) notice by the Management Joint Venture to theexecutive indicating that it has elected not to renew or extend the term ofemployment.

 

Forpurposes of calculating the amounts below that relate to the full vesting ofall unvested stock options and restricted stock awards, we based suchcalculations on the closing trading price of A$1.01 per share of CentroProperties Group common stock on the Australian Securities Exchange on December 31,2007 and an average 2007 exchange rate for A$:US$ of 1.20.

 

*GlennJ. Rufrano.*If Mr. Rufrano’s employment is terminated bythe Management Joint Venture without cause or by Mr. Rufrano for goodreason (which includes a change in control of Centro Properties Group, theManagement Joint Venture or Centro US), then pursuant to the terms of Mr. Rufrano’semployment agreement, Mr. Rufrano will be entitled to the followingseverance benefits:

 

·                  Alump sum payment equal to 12 months of his base salary and the averageannualized short-term incentive bonus received for the two fiscal years endingon or prior to the termination date (or, where necessary, to calculate theaverage due to a termination prior to the completion of two fiscal years withthe Management Joint Venture, those bonus payments received by the executivefrom New Plan). As of December 31, 2007, this cash payment would have been$2,100,000.

 

·                  Continuationfor a period of one year, or, if earlier, until reemployment with equivalentbenefits, of all insurance coverage (including medical, hospitalization, dentaland life insurance) in effect for Mr. Rufrano, his spouse and hisdependents immediately prior to the termination date. As of December 31,2007, the estimated value of this benefit would have been $11,721.

 

·                  Otherthan in the event of a change in control (which is discussed below), theacceleration and vesting of certain stock options and restricted stock awards,such vesting to be determined as follows:

 

·                  withrespect to time-based options, based on a proportion of the time served by Mr. Rufranosince the grant date; and

 

·                  withrespect to performance-based options and restricted stock awards, such awardswill vest in incremental amounts, up to the full vesting of such awards, if andto the extent that CPL exceeds certain performance thresholds for the period upto the last trading day of the calendar month preceding the termination date.

 

As of December 31,2007, the aggregate value of this benefit would have been $0 (the closingtrading price of A$1.01 per share of Centro Properties Group common stock onthe Australian Securities Exchange on December 31, 2007 is less than theoption exercise price of A$8.1523, and as of December 31, 2007 we had notmet the threshold performance target under the terms of the awards).

 

·                  Inthe event of a change in control, the full vesting of all unvested stockoptions and restricted stock awards. As of December 31, 2007, the value ofthis benefit would have been $111,605.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $1,500,000.

 

In the event of a changein control, regardless of whether Mr. Rufrano elects to terminate hisemployment for good reason, all of Mr. Rufrano’s unvested stock optionsand restricted stock awards become fully vested. As of December 31, 2007,the value of this benefit would have been $111,605.

 

In the event that paymentis made in connection with a “change in control”, such payment will be reducedto the extent it would cause Mr. Rufrano’s total termination benefits toconstitute “excess” parachute payments under Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”), subjecting Mr. Rufrano toan excise tax under Section 4999(a) of the Code; provided, however,the foregoing reduction will not take place if the after-tax value of Mr. Rufrano’stermination benefits calculated with this restriction are less than suchtermination benefits calculated without the restriction.

 

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If Mr. Rufrano’semployment is terminated upon his disability, he will be entitled to thefollowing severance benefits:

 

·                  Continuedbase salary for six months. As of December 31, 2007, this cash paymentwould have been $600,000.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $1,500,000.

 

If Mr. Rufrano’semployment is terminated upon his death, his beneficiary, legal representativeor estate will be entitled to the following severance benefits:

 

·                  Alump sum payment equal to Mr. Rufrano’s base salary. As of December 31,2007, this cash payment would have been $1,200,000.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $1,500,000.

 

*StevenF. Siegel.*If Mr. Siegel’s employment is terminated bythe Management Joint Venture without cause or by Mr. Siegel for goodreason (which includes a change in control of Centro Properties Group, theManagement Joint Venture or Centro US), then pursuant to the terms of Mr. Siegel’semployment agreement, Mr. Siegel will be entitled to the followingseverance benefits:

 

·                  Alump sum payment equal to 12 months of his base salary and the averageannualized short-term incentive bonus received for the two fiscal years endingon or prior to the termination date (or, where necessary, to calculate theaverage due to a termination prior to the completion of two fiscal years withthe Management Joint Venture, those bonus payments received by the executivefrom New Plan). As of December 31, 2007, this cash payment would have been$563,600.

 

·                  Continuationfor a period of one year, or, if earlier, until reemployment with equivalentbenefits, of all insurance coverage (including medical, hospitalization, dentaland life insurance) in effect for Mr. Siegel, his spouse and hisdependents immediately prior to the termination date. As of December 31,2007, the estimated value of this benefit would have been $16,472.

 

·                  Otherthan in the event of a change in control (which is discussed below), theacceleration and vesting of certain stock options and restricted stock awards,such vesting to be determined as follows:

 

·                  withrespect to time-based options, based on a proportion of the time served by Mr. Siegelsince the grant date; and

 

·                  withrespect to performance-based options and restricted stock awards, such awardswill vest in incremental amounts, up to the full vesting of such awards, if andto the extent that CPL exceeds certain performance thresholds for the period upto the last trading day of the calendar month preceding the termination date.

 

As of December 31,2007, the aggregate value of this benefit would have been $0 (the closingtrading price of A$1.01 per share of Centro Properties Group common stock onthe Australian Securities Exchange on December 31, 2007 is less than theoption exercise price of A$8.1523, and as of December 31, 2007 we had notmet the threshold performance target under the terms of the awards).

 

·                  Inthe event of a change in control, the full vesting of all unvested stockoptions and restricted stock awards. As of December 31, 2007, the value ofthis benefit would have been $35,181.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $532,500.

 

In the event of a changein control, regardless of whether Mr. Siegel elects to terminate hisemployment for good reason, all of Mr. Siegel’s unvested stock options andrestricted stock awards become fully vested. As of December 31, 2007, thevalue of this benefit would have been $35,181.

 

In the event that paymentis made in connection with a “change in control”, such payment will be reducedto the extent it would cause Mr. Siegel’s total termination benefits toconstitute “excess” parachute payments under Section 280G of the Code,subjecting Mr. Siegel to an excise tax under Section 4999(a) ofthe Code; provided, however, the foregoing

 

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reduction will not takeplace if the after-tax value of Mr. Siegel’s termination benefitscalculated with this restriction are less than such termination benefitscalculated without the restriction.

 

If Mr. Siegel’semployment is terminated upon his disability, he will be entitled to thefollowing severance benefits:

 

·                  Continuedbase salary for six months. As of December 31, 2007, this cash paymentwould have been $169,300.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $532,500.

 

If Mr. Siegel’semployment is terminated upon his death, his beneficiary, legal representativeor estate will be entitled to the following severance benefits:

 

·                  Alump sum payment equal to Mr. Siegel’s base salary. As of December 31,2007, this cash payment would have been $338,600.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $532,500.

 

*MichaelCarroll.*If Mr. Carroll’s employment is terminated bythe Management Joint Venture without cause or by Mr. Carroll for goodreason (which includes a change in control of Centro Properties Group, theManagement Joint Venture or Centro US), then pursuant to the terms of Mr. Carroll’semployment agreement, Mr. Carroll will be entitled to the followingseverance benefits:

 

·                  Alump sum payment equal to 12 months of his base salary and the averageannualized short-term incentive bonus received for the two fiscal years endingon or prior to the termination date (or, where necessary, to calculate theaverage due to a termination prior to the completion of two fiscal years withthe Management Joint Venture, those bonus payments received by the executivefrom New Plan). As of December 31, 2007, this cash payment would have been$615,000.

 

·                  Continuationfor a period of one year, or, if earlier, until reemployment with equivalentbenefits, of all insurance coverage (including medical, hospitalization, dentaland life insurance) in effect for Mr. Carroll, his spouse and hisdependents immediately prior to the termination date. As of December 31,2007, the estimated value of this benefit would have been $15,763.

 

·                  Otherthan in the event of a change in control (which is discussed below), theacceleration and vesting of certain stock options and restricted stock awards,such vesting to be determined as follows:

 

·                  withrespect to time-based options, based on a proportion of the time served by Mr. Carrollsince the grant date; and

 

·                  withrespect to performance-based options and restricted stock awards, such awardswill vest in incremental amounts, up to the full vesting of such awards, if andto the extent that CPL exceeds certain performance thresholds for the period upto the last trading day of the calendar month preceding the termination date.

 

As of December 31,2007, the aggregate value of this benefit would have been $0 (the closingtrading price of A$1.01 per share of Centro Properties Group common stock onthe Australian Securities Exchange on December 31, 2007 is less than theoption exercise price of A$8.1523, and as of December 31, 2007 we had notmet the threshold performance target under the terms of the awards).

 

·                  Inthe event of a change in control, the full vesting of all unvested stockoptions and restricted stock awards. As of December 31, 2007, the value ofthis benefit would have been $44,692.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $495,000.

 

In the event of a changein control, regardless of whether Mr. Carroll elects to terminate hisemployment for good reason, all of Mr. Carroll’s unvested stock optionsand restricted stock awards become fully vested. As of December 31, 2007,the value of this benefit would have been $44,692.

 

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In the event that paymentis made in connection with a “change in control”, such payment will be reducedto the extent it would cause Mr. Carroll’s total termination benefits toconstitute “excess” parachute payments under Section 280G of the Code,subjecting Mr. Carroll to an excise tax under Section 4999(a) ofthe Code; provided, however, the foregoing reduction will not take place if theafter-tax value of Mr. Carroll’s termination benefits calculated with thisrestriction are less than such termination benefits calculated without therestriction.

 

If Mr. Carroll’semployment is terminated upon his disability, he will be entitled to thefollowing severance benefits:

 

·                  Continuedbase salary for six months. As of December 31, 2007, this cash paymentwould have been $195,000.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $495,000.

 

If Mr. Carroll’semployment is terminated upon his death, his beneficiary, legal representativeor estate will be entitled to the following severance benefits:

 

·                  Alump sum payment equal to Mr. Carroll’s base salary. As of December 31,2007, this cash payment would have been $390,000.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $495,000.

 

*Dean R.Bernstein.*If Mr. Bernstein’s employment is terminatedby the Management Joint Venture without cause or by Mr. Bernstein for goodreason (which includes a change in control of Centro Properties Group, theManagement Joint Venture or Centro US), then pursuant to the terms of Mr. Bernstein’semployment agreement, Mr. Bernstein will be entitled to the followingseverance benefits:

 

·                  Alump sum payment equal to 12 months of his base salary and the averageannualized short-term incentive bonus received for the two fiscal years endingon or prior to the termination date (or, where necessary, to calculate theaverage due to a termination prior to the completion of two fiscal years withthe Management Joint Venture, those bonus payments received by the executivefrom New Plan). As of December 31, 2007, this cash payment would have been$543,600.

 

·                  Continuationfor a period of one year, or, if earlier, until reemployment with equivalentbenefits, of all insurance coverage (including medical, hospitalization, dentaland life insurance) in effect for Mr. Bernstein, his spouse and hisdependents immediately prior to the termination date. As of December 31,2007, the estimated value of this benefit would have been $16,472.

 

·                  Otherthan in the event of a change in control (which is discussed below), theacceleration and vesting of certain stock options and restricted stock awards,such vesting to be determined as follows:

 

·                  withrespect to time-based options, based on a proportion of the time served by Mr. Bernsteinsince the grant date; and

 

·                  withrespect to performance-based options and restricted stock awards, such awardswill vest in incremental amounts, up to the full vesting of such awards, if andto the extent that CPL exceeds certain performance thresholds for the period upto the last trading day of the calendar month preceding the termination date.

 

As of December 31,2007, the aggregate value of this benefit would have been $0 (the closingtrading price of A$1.01 per share of Centro Properties Group common stock onthe Australian Securities Exchange on December 31, 2007 is less than theoption exercise price of A$8.1523, and as of December 31, 2007 we had notmet the threshold performance target under the terms of the awards).

 

·                  Inthe event of a change in control, the full vesting of all unvested stockoptions and restricted stock awards. As of December 31, 2007, the value ofthis benefit would have been $35,181.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $502,250.

 

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In the event of a changein control, regardless of whether Mr. Bernstein elects to terminate hisemployment for good reason, all of Mr. Bernstein’s unvested stock optionsand restricted stock awards become fully vested. As of December 31, 2007,the value of this benefit would have been $35,181.

 

In the event that paymentis made in connection with a “change in control”, such payment will be reducedto the extent it would cause Mr. Bernstein’s total termination benefits toconstitute “excess” parachute payments under Section 280G of the Code,subjecting Mr. Bernstein to an excise tax under Section 4999(a) ofthe Code; provided, however, the foregoing reduction will not take place if theafter-tax value of Mr. Bernstein’s termination benefits calculated withthis restriction are less than such termination benefits calculated without therestriction.

 

If Mr. Bernstein’semployment is terminated upon his disability, he will be entitled to thefollowing severance benefits:

 

·                  Continuedbase salary for six months. As of December 31, 2007, this cash paymentwould have been $169,300.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $502,250.

 

If Mr. Bernstein’semployment is terminated upon his death, his beneficiary, legal representativeor estate will be entitled to the following severance benefits:

 

·                  Alump sum payment equal to Mr. Bernstein’s base salary. As of December 31,2007, this cash payment would have been $338,600.

 

·                  Theremaining 50% of his Retention Bonus. As of December 31, 2007, this cashpayment would have been $502,250.

 

*JohnBraddon.   *Pursuant to theterms of Mr. Braddon’s employment agreement with CPT Custodian Pty Limited(as trustee for Centro Management Services Trust and a member of the CentroProperties Group), under which he is seconded to the Management Joint Venture,generally if Mr. Braddon’s secondment is terminated and he is not placedin a suitable, comparable position, he is entitled to receive a severancepackage in accordance with the Centro Properties Group redundancy policy.  This redundancy policy generally provides fora severance payment of a specified number of weeks worth of salary based onlength of service and age.  Such paymentis provided when a restructure of staffing results in the elimination of aposition and the executive is not employed in an alternate suitableposition.  As of December 31, 2007,this payment would have been $14,103.  Inthe event of Mr. Braddon’s death or total and permanent disability he isentitled to a payment in the amount of a multiple of his base salary based onhis age.  As of December 31, 2007,this payment would have been $916,667. In addition, Mr. Braddon’s employment may be terminated by eitherparty with four weeks written notice or with payment in lieu of notice for someor all of the notice period.  Such noticeis not required if Mr. Braddon’s employment is terminated for cause.

 

*John B.Roche. *In July 2007,Mr. Roche terminated his employment for “good reason” per the terms of hisemployment agreement with New Plan, following which the parties entered into anon-competition and confidentiality agreement. In consideration for abiding by the terms and restrictions as set forthin such agreement, and executing and not revoking a waiver and release, in January 2008Mr. Roche was paid $1,367,500 and any remaining unused and accruedvacation time as of his termination date. Such separation payment was paid in full in January 2008 and nofurther compensation or benefits are owed to Mr. Roche.

 

**COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION**

 

We are not required to and do not maintain acompensation committee at this time nor do we have, as previously discussedabove, a board of directors, board of managers or other similar governingbody.  Prior to the Merger andLiquidation, the New Plan executive compensation and stock option committee wascomprised of Gregory White, Matthew Goldstein and Nina Matis up to the time ofthe Merger and Liquidation.  None of theseindividuals were, or ever have been, employees of New Plan or any of itssubsidiaries. No interlocking relationship existed between Mr. White, Mr. Goldsteinor Ms. Matis and any member of any other company’s board of directors,board of trustees or executive compensation and stock option committee duringthat period.

 

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**COMPENSATION COMMITTEE REPORT**

 

We arenot required to and do not maintain a compensation committee at this time nordo we have, as previously discussed above, a board of directors, board ofmanagers or other similar governing body.

 

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**Item 12.**         *Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters*

** **

**VOTING SECURITIES OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT**

** **

As of March 31, 2008 Super LLC, our sole andmanaging member, owned all of our membership interests, therefore, nosecurities were owned by the management. Super LLC’s membership interests are held by six holders.  The following table sets forth certaininformation as to the beneficial ownership, as of March 31, 2008, ofmembership interests in Super LLC.  Eachholder had, as of March 31, 2008, sole voting and investment power withrespect to such membership interests.

 
| **Name and Business Address of  Beneficial Owners (1)** | ** ** | **Number of Membership Units  Beneficially Owned (2)** | ** ** | **Percentage of  Aggregate  Outstanding  Membership Units** | ** ** |
|---------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| Centro Watt  America REIT 17A, Inc. (3)                                          |       | 781,621,629  Class A Membership Interests                                  |       | 32.10                                                                 | %          |
| Centro Super  Residual 1 LLC (4)                                                      |       | 436,832,396  Class B Membership Interests                                  |       | 17.94                                                                 | %          |
| Centro Super  Residual 2 LLC (5)                                                      |       | 398,309,775  Class C Membership Interests                                  |       | 16.36                                                                 | %          |
| Centro Super  Residual 4 LLC (6)                                                      |       | 1 Class D  Membership Interest                                        |       | 0.00                                                                  | %          |
| Centro New Plan  Inc. (7)                                                             |       | 400,000,000  Class E Membership Interests                                  |       | 16.43                                                                 | %          |
| Centro Watt  America REIT 15A, Inc. (8)                                          |       | 418,450,806  Class I Membership Interests                                  |       | 17.17                                                                 | %          |

 

----

(1)   The business address of eachbeneficial owner is 420 Lexington Avenue, New York, New York 10170.

 

(2)   Each class of membershipinterest tracks to identified pools of assets of which the owners of the classof membership interests are allocated all profits, losses and distributionsresulting from such pool of assets.

 

(3)   Centro Watt America REIT 17A, Inc.is a wholly-owned, indirect subsidiary of Centro Retail Trust.

 

(4)   Centro Super Residual 1 LLC isa wholly-owned, indirect subsidiary of Centro Retail Trust.

 

(5)   Centro Super Residual 2 LLC isa wholly-owned, indirect subsidiary of CPT Manager Limited, as responsibleentity of Centro Property Trust.

 

(6)   Centro Super Residual 4 LLC isa wholly-owned, indirect subsidiary of CPT Manager Limited, as responsibleentity of Centro Property Trust.

 

(7)   Centro New Plan Inc. is awholly-owned, indirect subsidiary of Centro Properties Limited.

 

(8)   Centro Watt America REIT 15A, Inc.is a wholly-owned, indirect subsidiary of Centro Retail Trust.

 

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

 

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**Item 13.***         CertainRelationships and Related Transactions, and Director Independence*

** **

**TRANSACTIONS WITH RELATED PERSONS**

** **

*Loansby our Predecessor to Certain Executive Officers*

 

The following unsecured loans were made by our predecessor over a numberof years to assist certain of its executive officers in their purchase ofcommon shares of our predecessor, and each loan was repaid during 2007:

 

·         In July 1997, our predecessoradvanced a loan totaling $95,062 to Dean Bernstein, its Senior Vice PresidentAcquisitions/Dispositions.

 

·         In June 1994 and July 1997,our predecessor advanced loans totaling $111,881 to Steven F. Siegel, itsExecutive Vice President, General Counsel and Secretary.

 

*TheResidual Joint Venture*

 

In August 2007, we formed the Residual JointVenture with Super LLC, our sole and managing member.  In connection with the formation of theResidual Joint Venture, we contributed 49% of our interest in certainsubsidiaries, owning 18 real properties with an approximate value of $396.0million, to the Residual Joint Venture. We distributed the remaining 51% of ourinterest in the transferred entities to Super LLC, and Super LLC contributed suchinterest in the transferred entities to the Residual Joint Venture. Followingthese transactions, we owned 49% of the non-managing interest in the ResidualJoint Venture, and Super LLC owned 51% of the managing member interest in theResidual Joint Venture.  In November 2007,we contributed 49% of our interest in certain additional subsidiaries, owning25 real properties with an approximate value of $605.0 million, to the ResidualJoint Venture.  We distributed theremaining 51% of our interest in the additional transferred entities to SuperLLC, and Super LLC contributed such interest in the additional transferredentities to the Residual Joint Venture. Also in November 2007, Super LLC contributed its interest incertain subsidiaries, owning 39 real properties with an approximate value of$385.0 million, to the Residual Joint Venture.  Immediately following such contribution, Super LLC contributed apercentage of membership interests in the Residual Joint Venture to us suchthat we continued to own 49% of the non-managing interest in the Residual JointVenture, and Super LLC continued to own 51% of the managing member interest inthe Residual Joint Venture.

 

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

 

*PropertyManagement Agreements*

 

In connection with the Management Services Assumption, on March 28,2008, we executed three property management agreements (collectively, the “PropertyManagement Agreements”) with a wholly owned subsidiary of the Management JointVenture to memorialize the prior agreement under which the Management JointVenture has been managing our properties. Pursuant to the Exclusive Global Leasing and Management Agreement(Non-Contracted) by and between us and Centro Super Management Joint Venture,LLC (“Super Management JV2”) (the “Non-Contracted Agreement”), we contractedfor Super Management JV2 to manage all of our properties not subject to othermanagement agreements as of March 28, 2008.  Pursuant to the Exclusive Global SubcontractAgreement (Related Party) by and between us and Super Management JV2 (the “RelatedParty Agreement”), we subcontracted all of our obligations pursuant tomanagement agreements governing all of our properties that were subject tomanagement agreements with us or our affiliates as of March 28, 2008 toSuper Management JV2.  Pursuant to theExclusive Global Subcontract Agreement (Third Party) by and between us andSuper Management JV2 (the “Third Party Agreement”), we subcontracted all of ourobligations pursuant to management agreements governing all of our propertiesthat were subject to management agreements with third parties as of March 28,2008 to Super Management JV2.

 

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The term of eachProperty Management Agreement extends indefinitely and can be by us cancelledon a project by project basis.  Theservices to be provided by Super Management JV2 pursuant to each PropertyManagement Agreement (subject, with respect to the Related Party Agreement andthe Third Party Agreement, to the scope of the underlying agreements beingsubcontracted), include the operation, management, supervision, maintenance andleasing of properties, as well as the maintenance of books and records andadvisory services regarding tax and insurance matters.  Pursuant to the Property ManagementAgreements, we have agreed to reimburse Super Management JV2 for all direct andindirect costs and expenses incurred by Super Management JV2 in carrying outthe duties imposed on Super Management JV2 by the terms of the PropertyManagement Agreements.  Pursuant to theNon-Contracted Agreement, we have agreed to pay Super Management JV2, over andabove costs and expenses, an annual fee of 4.5% of the gross revenues (rentalsas collected), plus certain leasing commissions for each new lease enteredinto.  Pursuant to each of the RelatedParty Agreement and the Third Party Agreement, we have agreed to pay SuperManagement JV2, over and above costs and expenses, an annual fee of 5% of itscosts and expenses.  Note that foraccounting purposes, the Management Services Assumption has not been reflectedas occurring immediately after the date of the Merger, but will be reflected asoccuring on March 28, 2008.

 

**POLICYAND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS**

** **

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

 

**INDEPENDENCEOF DIRECTORS**

 

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

 

**Item 14**          Principal Accountant Fees and Services

** **

**RELATIONSHIP WITH INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM**

** **

Our Consolidated Financial Statements (and those ofour predecessor) for the period from April 5, 2007 through December 31, 2007,the period from January 1, 2007 through April 4, 2007, and the fiscal yearended December 31, 2006 have been audited by PricewaterhouseCoopers LLP, whichhas been selected to serve as our independent registered public accounting firmfor the current fiscal year.

 

For services rendered to us and our predecessorduring, or in connection with, the period from April 5, 2007 through December 31,2007, the period from January 1, 2007 through April 4, 2007, and thefiscal year ended December 31, 2006, as applicable, PricewaterhouseCoopersLLP billed the following fees:

 
| ** **          | ** ** | **Company**                                                                     | ** ** | **Predecessor**                                                                   | ** ** |
|---------------------|------------|---------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|
| ** **          | ** ** | **Period from  April 5, 2007  through  December 31,  2007** | ** ** | **Period from  January 1,  2007 through  April 4, 2007** | ** ** | **2006** | ** ** |
| Audit Fees          |       | $                                                                               | 478,900    |                                                                              | $          | 157,775 |   | $ | 689,684 |   |
|                |       |                                                                            |       |                                                                              |       |   |   |
| Audit-Related  Fees |       | $                                                                               | 372,960    |                                                                              | $          | 74,360 |   | $ | 61,243 |   |
|                |       |                                                                            |       |                                                                              |       |   |   |
| Tax Fees            |       | $                                                                               | 0          |                                                                              | $          | 0 |   | $ | 0 |   |
|                |       |                                                                            |       |                                                                              |       |   |   |
| All Other Fees      |       | $                                                                               | 0          |                                                                              | $          | 0 |   | $ | 0 |   |

 

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

 

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

 

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

 

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

 

Audit Fees for 2006 included bills for servicesrendered in connection with our predecessor’s filing of a shelf registrationstatement in April 2006 ($7,208), our predecessor’s Rule 144Aconvertible debt offering, and filing of a related Current Report on Form 8-K,in September 2006 ($85,581), and our predecessor’s filing of a shelfregistration statement in November 2006 registering the resale of itspreviously issued convertible senior notes and the shares of its common stockissuable upon conversion of the convertible senior notes ($10,995).

 

Audit-Related Fees for 2006 included bills forservices rendered in connection with consultations regarding the impact on ourpredecessor’s financial statements of its 2006 Long-Term Out-Performance CompensationPlan (the “OPP Plan”) and long-term incentive compensation awards madeunder the OPP Plan to our predecessor’s executive officers ($33,173),accounting consultations in connection with a potential transaction ($4,712**)**, and accounting consultations regardingthe impact on our predecessor’s financial statements of its captive insuranceprogram ($23,358).

 

In addition to the foregoing, PricewaterhouseCoopersLLP billed an aggregate of approximately $300,000, $100,000 and $123,400 forthe period from April 5, 2007 through December 31, 2007, the periodfrom January 1, 2007 through April 4, 2007, and the fiscal year endedDecember 31, 2006, respectively, for audit and other services providedwith respect to such periods to certain joint ventures in which we, or our predecessor,as applicable, have or had, equity interests.

 

Prior to the consummation of the transactionsdescribed in Item 1 of this Annual Report on Form 10-K, all audit andaudit-related services were pre-approved by the audit committee of ourpredecessor, either pursuant to the audit committee’s Audit and Non-AuditServices Pre-Approval Policy or through a separate pre-approval by the auditcommittee, which concluded that the provision of such services byPricewaterhouseCoopers LLP was compatible with the maintenance of that firm’sindependence from the Company.

 

***Pre-Approval Policies andProcedures***

*** ***

As a result of the transactions described in Item 1 ofthis Annual Report on Form 10-K, we no longer have an auditcommittee.  All decisions regardingactions to be taken by the Company (other than day-to-day operations, which aremanaged by the Management Joint Venture), including accounting and auditingrelated pre-approval matters, must be approved by all of the members of ourparent, Super LLC.  Such members aresubject to pre-approval policies and procedures of their ultimate parents, andsubmit such transactions to the appropriate persons under such policies (and incompliance with such procedures) in Australia for approval.

 

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**PART IV**

 

**Item 15.***         Exhibitsand Financial Statement Schedules*

** **

(a)  Documents filed as part of this report:

 

1.     *Financial Statements*.

 

The response to this portion of Item 15 is submittedat item 8.

 

2.     *FinancialStatement Schedules*.

 

The response to this portion of Item 15 is submittedat item 8.

 

3.     *Exhibits*.

 

The list of exhibits filed with this report is set forth in response toItem 15(b).  The required exhibit indexhas been filed with the exhibits.

 

(b)  *Exhibits*.  The following documents are filed as exhibitsto this report:

 
| *2.1   |   | Agreement and  Plan of Merger, dated February 27, 2007, by and among New Plan Excel  Realty Trust, Inc., Excel Realty Partners, L.P., Centro NP LLC, Super  MergerSub Inc., and Super DownREIT MergerSub LLC, filed as Exhibit 2.1  to the Predecessor’s Current Report on Form 8-K, filed on March 2,  2007.                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *2.2   |   | First Amendment  to Agreement and Plan of Merger, dated as of April 19, 2007, by and  among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P.,  Super IntermediateCo LLC (now known as Centro NP LLC), Super MergerSub Inc.,  and Super DownREIT MergerSub LLC, filed as Exhibit 2.1 to the  Predecessor’s Current Report on Form 8-K, filed on April 20, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *2.3   |   | Assignment and  Assumption Agreement, dated as of April 20, 2007, by and between New  Plan Excel Realty Trust, Inc. and Super IntermediateCo LLC (now known as  Centro NP LLC)., filed as Exhibit 2.2 to the Company’s Quarterly Report  on Form 10-Q for the quarter ended June 30, 2007.                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *3.1   |   | Articles of  Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated  as of February 26, 2007, filed as Exhibit 3.1 to the Company’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *3.2   |   | Articles of  Amendment of Articles of Organization of Super IntermediateCo LLC (now known  as Centro NP LLC), dated as of May 3, 2007, filed as Exhibit 3.2 to  the Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2007.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *3.3   |   | Second Amended  and Restated Limited Liability Company Agreement of Centro NP LLC, dated as  of June 5, 2007, filed as Exhibit 3.3 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *4.1   |   | Senior  Securities Indenture, dated as of March 29, 1995, between New Plan  Realty Trust and The First National Bank of Boston, as Trustee, filed as  Exhibit 4.2 to New Plan Realty Trust’s Registration Statement on  Form S-3, File No. 33-61383.                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                       |
| *4.2   |   | First  Supplemental Indenture, dated as of August 5, 1999, by and among New  Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street  Bank and Trust Company, filed as Exhibit 10.2 to the Predecessor’s  Quarterly Report on Form 10-Q for the quarter ended September 30,  1999.                                                                             |

 

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| *4.3   |   | Senior  Securities Indenture, dated as of February 3, 1999, among the  Predecessor, New Plan Realty Trust, as guarantor, and State Street Bank and  Trust Company, as Trustee, filed as Exhibit 4.1 to the Predecessor’s  Current Report on Form 8-K dated February 3, 1999.                                                                                                                                                                  |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.4   |   | Supplemental  Indenture, dated as of December 17, 2004, by and between the Predecessor  and U.S. Bank Trust National Association (as successor to State Street Bank  and Trust Company), as Trustee, to the Indenture dated as of February 3,  1999, by and among the Predecessor, New Plan Realty Trust, as guarantor, and  the Trustee, filed as Exhibit 4.1 to the Predecessor’s Current Report on  Form 8-K dated December 22, 2004. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.5   |   | Senior  Securities Indenture, dated as of January 30, 2004, by and between the  Predecessor and U.S. Bank Trust National Association, as Trustee filed as  Exhibit 4.1 to the Predecessor’s Current Report on Form 8-K dated  February 5, 2004.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.6   |   | First  Supplemental Indenture, dated as of September 19, 2006, between the  Predecessor and U.S. Bank Trust National Association, as trustee, filed as  Exhibit 4.1 to the Predecessor’s Current Report on Form 8-K, filed  on September 19, 2006.                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.7   |   | Successor  Supplemental Indenture, dated as of April 20, 2007, by and among Super  IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National  Association, filed as Exhibit 4.1 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.8   |   | Successor  Supplemental Indenture, dated as of April 20, 2007, by and among Super  IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National  Association, filed as Exhibit 4.2 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.9   |   | Successor  Supplemental Indenture, dated as of April 20, 2007, by and among Super  IntermediateCo LLC (now known as Centro NP LLC), New Plan Realty Trust, LLC  and U.S. Bank Trust National Association, filed as Exhibit 4.3 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2007.                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.10  |   | Indenture, dated  as of May 4, 2007, by and among Centro NP LLC, New Plan Realty Trust,  LLC and U.S. Bank Trust National Association, filed as Exhibit 4.4 to  the Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2007.                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.11  |   | Supplemental  Indenture, dated as of May 4, 2007, by and among Centro NP LLC and U.S.  Bank Trust National Association, filed as Exhibit 4.5 to the Company’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *10.1  |   | New Plan Realty  Trust 1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the  Predecessor’s Registration Statement on Form S-8, File  No. 333-65221. †                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *10.2  |   | Amended and  Restated 1993 Stock Option Plan of the Predecessor, dated May 28, 1998,  filed as Exhibit 4.1 to the Predecessor’s Registration Statement on  Form S-8, File No. 333-65223. †                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *10.3  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  September 28, 1998, filed as Exhibit 10.4 to the Predecessor’s  Annual Report on Form 10-K/A for the year ended December 31, 1998.  †                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *10.4  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  February 8, 1999, filed as Exhibit 10.5 to the Predecessor’s Annual  Report on Form 10-K/A for the year ended December 31, 1998. †                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *10.5  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated                                                                                                                                                                                                                                                                                                                                                                                |

 

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|   |   | April 21,  1999, filed as Exhibit 10.4 to the Predecessor’s Annual Report on  Form 10-K for the year ended December 31, 1999. †                                                                                                                                                                                                                      |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.6  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  February 17, 2000, filed as Exhibit 10.5 to the Predecessor’s  Annual Report on Form 10-K for the year ended December 31, 1999. †                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.7  |   | Amended and Restated  1994 Directors’ Stock Option Plan of the Predecessor, dated May 10,  1996, filed as Exhibit 10.8 to the Predecessor’s Annual Report on  Form 10-K/A for the year ended December 31, 1998. †                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.8  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,  dated September 28, 1998, filed as Exhibit 10.9 to the  Predecessor’s Annual Report on Form 10-K/A for the year ended  December 31, 1998. †                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.9  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,  dated February 17, 2000, filed as Exhibit 10.8 to the Predecessor’s  Annual Report on Form 10-K for the year ended December 31, 1999. †                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.10 |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,  effective as of May 24, 2000, filed as Exhibit 10.6 to the  Predecessor’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2000. †                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.11 |   | New Plan Realty  Trust 1997 Stock Option Plan, filed as Exhibit 4.1 to the Predecessor’s  Registration Statement on Form S-8, File No. 333-65221. †                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.12 |   | 2003 Stock  Incentive Plan of the Predecessor, as amended and restated effective  July 14, 2005, filed as Exhibit 10.7 to the Predecessor’s Quarterly  Report on Form 10-Q for the quarter ended September 30, 2005. †                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.13 |   | Form of  Stock Option Award pursuant to 2003 Stock Incentive Plan, filed as  Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K, dated  February 18, 2005. †                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.14 |   | Form of  Amendment to Stock Option Awards pursuant to 2003 Stock Incentive Plan, filed  as Exhibit 10.8 to the Predecessor’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2005. †                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.15 |   | Form of  Restricted Stock Award pursuant to 2003 Stock Incentive Plan, filed as  Exhibit 10.2 to the Predecessor’s Current Report on Form 8-K, dated  February 18, 2005. †                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.16 |   | Out-Performance  Compensation Plan, effective as of February 27, 2006, filed as  Exhibit 10.1 to the Predecessor’s Quarterly Report on Form 10-Q for  the quarter ended March 31, 2006. †                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.17 |   | Revolving Credit Agreement, dated as of  April 20, 2007, by and among Super IntermediateCo LLC (now known as  Centro NP LLC), Bank of America, N.A., as administrative agent, Banc of  America Securities LLC, and the lenders party thereto, filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.18 |   | Guaranty, dated  as April 20, 2007, by and among each of the subsidiaries of Super  IntermediateCo LLC (now known as Centro NP LLC) listed on Schedule I thereto,  and Bank of America, N.A., as administrative agent, filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2007.                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| *10.19 |   | First Amendment  to Revolving Credit Agreement, dated as of June 14, 2007, by and among  Centro NP LLC, Bank of America, N.A., as administrative agent, and the  lenders party thereto, filed as Exhibit 10.1 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007.                                                        |

 

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| *10.20  |   | Amended and  Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders  party thereto, Bank of America, N.A., as Administrative Agent, and Banc of  America Securities LLC, as Lead Arranger, and Banc of America Securities LLC,  as Sole Book Manager, dated as of July 31, 2007, filed as  Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated  August 6, 2007.                                                                                                                                  |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.21  |   | Guaranty  Agreement, dated as of July 31, 2007, by CPT Manager Limited, ABN  37054494307, as responsible entity of the Centro Property Trust and Centro  Properties Limited, ABN 45078590682, in favor of Bank of America, N.A, filed  as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated  August 6, 2007.                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.22  |   | Guaranty, dated  as of July 31, 2007, by and among each of the Subsidiaries listed on  Schedule I thereto and Bank of America, N.A., as administrative agent, filed  as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated  August 6, 2007.                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10. 23 |   | First Amendment  to Amended and Restated Revolving Credit Agreement, by and among Centro NP  LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America,  N.A., as Administrative Agent, dated as of December 16, 2007, filed as  Exhibit 10.1 to Company’s Current Report on Form 8-K, dated  December 18, 2007.                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.24  |   | Demand  Promissory Note, dated July 1, 1997, made by Dean Bernstein in favor of  the Predecessor, filed as Exhibit 10.23 to the Predecessor’s Annual  Report on Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.25  |   | Demand  Promissory Note, dated June 29, 1994, made by Steven F. Siegel in favor  of the Predecessor, filed as Exhibit 10.26 to the Predecessor’s Annual  Report on Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.26  |   | Demand  Promissory Note, dated July 1, 1997, made by Steven F. Siegel in favor  of the Predecessor, filed as Exhibit 10.27 to the Predecessor’s Annual  Report on Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.27  |   | Agreement, dated  June 24, 2003, by and between the Predecessor and Steven F. Siegel,  filed as Exhibit 10.1 to the Predecessor’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2003. †                                                                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.28  |   | Stock Option  Agreement, dated as of February 23, 2000, by and between the Predecessor  and Glenn J. Rufrano (relating to 460,976 options), filed as  Exhibit 10.2 to the Predecessor’s Current Report on Form 8-K, dated  March 9, 2000. †                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.29  |   | Stock Option  Agreement, dated as of February 23, 2000, by and between the Predecessor  and Glenn J. Rufrano (relating to 200,000 options), filed as  Exhibit 10.4 to the Predecessor’s Current Report on Form 8-K, dated  March 9, 2000. †                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *10.30  |   | Contribution,  Distribution and Assumption Agreement, dated as of August 15, 2007, by  and among New Plan of Elk Grove, LLC, New Plan Property Holding Company, New  Plan of Michigan, LLC, New Plan of Michigan Member, LLC, Excel Realty Trust —  NC, NC Properties #1, LLC, NC Properties #2, LLC, HK New Plan Exchange  Property Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier  OH, L.P., HK New Plan OH TRS, Inc., HK New Plan STH Upper Tier II  Company, CA New Plan Asset Partnership IV, LP, CA New Plan Asset |

 

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|   |   | LLC, CA New Plan  VI, Excel Realty Trust — ST, LLC, New Plan Florida Holdings, LLC, HK New Plan  Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I,  LLC, New Plan Acquisition Company, LLC, Centro NP LLC, Super LLC and Centro  NP Residual Holding LLC, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated August 21, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.31 |   | Contribution,  Distribution and Assignment Agreement (the “Agreement”), dated as of  November 30, 2007, by and among New Plan of Illinois, LLC, New Plan  Property Holding Company, New Plan of Michigan, LLC, New Plan of Michigan  Member, LLC, HK New Plan Exchange Property Owner II, LP, HK New Plan Lower  Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc.,  HK New Plan STH Upper Tier II Company, Excel Realty Partners, L.P., New Plan  DRP Trust, New Plan ERP Limited Partner Company, NP of Tennessee, LP, New  Plan of Tennessee, LLC, NPTN, Inc., CA New Plan Asset Partnership IV,  LP, CA New Plan Asset LLC, CA New Plan VI, CA New Plan Texas Assets, L.P., CA  New Plan Texas Assets, LLC, CA New Plan IV, ERT Development Corporation,  Excel Realty Trust — ST, LLC, New Plan Florida Holdings, LLC, HK New Plan  Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I,  LLC, Clearwater Mall, LLC, HK New Plan Exchange Property Owner IV, LLC, HK  New Plan Exchange Property Holdings IV, LLC, New Plan Realty Trust, LLC, New  Plan Pennsylvania Holdings, LLC, Centro NP LLC, Super LLC, and Centro NP  Residual Holding LLC, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated December 6, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.32 |   | Letter  Agreement, by and among Centro NP LLC, the Guarantors party thereto, the  Lenders party thereto, and Bank of America, N.A., as Administrative Agent,  dated as of February 14, 2008, filed as Exhibit 10.1 to the  Company’s Current Report on Form 8-K, dated February 14, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.33 |   | Contribution,  Distribution and Assignment Agreement, dated as of March 28, 2008, among  Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the  Company’s wholly owned subsidiaries, filed as Exhibit 10.1 to the  Company’s Current Report on Form 8-K, dated March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.34 |   | Distribution,  Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super  LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro  US Employment Company, LLC, filed as Exhibit 10.2 to the Company’s  Current Report on Form 8-K, dated March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.35 |   | Exclusive Global  Leasing and Management Agreement (Non-Contracted) between Centro Super  Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3  to the Company’s Current Report on Form 8-K, dated March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.36 |   | Exclusive Global  Subcontract Agreement (Third Party) between Centro Super Management Joint  Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as  Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated  March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.37 |   | Exclusive Global  Subcontract Agreement (Related Party) between Centro Super Management Joint  Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as  Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated  March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.38 |   | Letter  Agreement, dated as of March 28, 2008, among Super LLC, JPMorgan Chase  Bank, N.A., as agent, and certain other parties, filed as Exhibit 10.6  to the Company’s Current Report on Form 8-K, dated March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.39 |   | Employment  Letter, dated May 11, 2007, from Centro Properties Group to John  Braddon, filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K,  dated April 15, 2008.†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.40 |   | Offer of  Employment, dated November 23, 2005, from Centro Properties Group to  John Braddon, filed as Exhibit 10.40 to the Company’s Annual Report on Form  10-K, dated April 15, 2008.†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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| *10.41 |   | Non-competition  and Confidentiality Agreement, dated July 2, 2007, by and between Centro  NP LLC and John B. Roche, filed as Exhibit 10.41 to the Company’s Annual  Report on Form 10-K, dated April 15, 2008.†                                |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                           |
| *10.42 |   | Employment  Agreement, dated July 23, 2007, by and among Centro Watt Management  Joint Venture 2 LP, Centro Properties Group and Glenn J. Rufrano, filed as  Exhibit 10.42 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.† |
|   |   |                                                                                                                                                                                                                                                           |
| *10.43 |   | Employment  Agreement, dated July 23, 2007, by and among Centro Watt Management  Joint Venture 2 LP, Centro Properties Group and Dean Bernstein, filed as  Exhibit 10.43 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.†   |
|   |   |                                                                                                                                                                                                                                                           |
| *10.44 |   | Employment  Agreement, dated July 23, 2007, by and among Centro Watt Management  Joint Venture 2 LP, Centro Properties Group and Steven Siegel, filed as  Exhibit 10.44 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.†    |
|   |   |                                                                                                                                                                                                                                                           |
| *10.45 |   | Employment  Agreement, dated July 23, 2007, by and among Centro Watt Management  Joint Venture 2 LP, Centro Properties Group and Michael Carroll, filed as  Exhibit 10.45 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.†  |
|   |   |                                                                                                                                                                                                                                                           |
| *10.46 |   | Centro Properties  Group Executive Option Plan, filed as Exhibit 10.46 to the Company’s Annual  Report on Form 10-K, dated April 15, 2008.†                                                                                                          |
|   |   |                                                                                                                                                                                                                                                           |
| *10.47 |   | Centro  Properties Group Employee Security Plan, filed as Exhibit 10.47 to the  Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                                                         |
|   |   |                                                                                                                                                                                                                                                           |
| *10.48 |   | Form of  Centro Properties Group Application for Options., filed as Exhibit 10.48 to  the Company’s Annual Report on Form 10-K, dated April 15, 2008†                                                                                           |
|   |   |                                                                                                                                                                                                                                                           |
| *10.49 |   | Form of  Centro Properties Group Offer to Participate in an Issuance of Options, filed  as Exhibit 10.49 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.†                                                                   |
|   |   |                                                                                                                                                                                                                                                           |
| *21    |   | Subsidiaries of  the Company, filed as Exhibit 21 to the Company’s Annual Report on Form 10-K,  dated April 15, 2008.                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                           |
| 31.1   |   | Certification of  Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under  the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                  |
|   |   |                                                                                                                                                                                                                                                           |
| 31.2   |   | Certification of  Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under  the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                  |
|   |   |                                                                                                                                                                                                                                                           |
| 32.1   |   | Certification of  Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.                                                                              |

 

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*                 Incorporated herein by reference as aboveindicated.

†                 Denotes amanagement contract orcompensatory plan, contract or arrangement.

 

71

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**CENTRO NPLLC AND SUBSIDIARIES****(THE“COMPANY****”)**

**(AS SUCCESSOR TO NEW PLAN EXCELREALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**INDEX TOCONSOLIDATED FINANCIAL STATEMENTS**

 
| ** ** | ** **                                                                                                                                                                                                                                                     | **Page** |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| 1.         | RESTATED CONSOLIDATED STATEMENTS                                                                                                                                                                                                                               |     |
|       |                                                                                                                                                                                                                                                           |     |
|       | Management’s  Report on Internal Control Over Financial Reporting                                                                                                                                                                                         | F-2      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Report of Independent Registered Public Accounting  Firm                                                                                                                                                                                                       | F-3      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Consolidated  Balance Sheets December 31, 2007 and 2006                                                                                                                                                                                                   | F-5      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Consolidated  Statements of Operations and Comprehensive Income/(Loss) for the period  April 5, 2007 to December 31, 2007, the period January 1, 2007  to April 4, 2007, the years ended December 31, 2006 and 2005                   | F-6      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Consolidated Statements of Changes in Members’ Capital  / Stockholders’ Equity for the period April 5, 2007 to December 31,  2007, the period January 1, 2007 to April 4, 2007, the years ended  December 31, 2006 and 2005 | F-7      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Consolidated Statements of Cash Flows for the period  April 5, 2007 to December 31, 2007 the Period January 1, 2007  to April 4, 2007 and the years ended December 31, 2006 and 2005                                                  | F-9      |
|       |                                                                                                                                                                                                                                                           |     |
|       | Notes to Consolidated Financial Statements                                                                                                                                                                                                                     | F-11     |
|       |                                                                                                                                                                                                                                                           |     |
| 2.         | CONSOLIDATED FINANCIAL STATEMENT SCHEDULES                                                                                                                                                                                                                     |     |
|       |                                                                                                                                                                                                                                                           |     |
|       | Schedule II – Valuation and Qualifying Accounts                                                                                                                                                                                                           | F-58     |
|       |                                                                                                                                                                                                                                                           |     |
|       | Schedule III – Real Estate and Accumulated Depreciation                                                                                                                                                                                                   | F-59     |
|       |                                                                                                                                                                                                                                                           |     |
|       | Schedule  IV – Mortgage Loans on Real Estate                                                                                                                                                                                                              | F-67     |

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

 

F-1

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Tableof Contents

 

**Management’s Report on InternalControl Over Financial Reporting**

 

Our management is responsible for establishing andmaintaining adequate internal controls over financial reporting (as such termis defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, asamended).  An evaluation was performed,under the supervision and with the participation of management, including ourChief Executive Officer and Chief Financial Officer, of the effectiveness ofour internal control over financial reporting as of December 31, 2007 based onthe framework in *Internal Control - Integrated Framework*issued by the Committee of Sponsoring Organizations of the TreadwayCommission.  A material weakness is a deficiency, or a combination ofdeficiencies, in internal control over financial reporting, such that there isa reasonable possibility that a material misstatement of the Company’s annualor interim financial statements will not be prevented or detected on a timelybasis.   Management identified the following materialweaknesses as of December 31, 2007:

 

1)      We had insufficient internalcontrols relating to our operations, accounting and legal functions toadequately communicate, understand and initially evaluate the accounting forcomplex post-Merger activities. Management believes that the principal issues surrounding this weaknessrelated to the integration activities that we undertook following the Mergerand Liquidation described in the accompanying Annual Report on Form 10-K.  While this material weakness did not resultin any improper accounting by us, management is committed to remedying thedeficiency.  Management plans to remedythis deficiency by instituting additional internal controls that will requireour property manager to report a greater range of activities to our accountingand legal functions.

2)      We did not maintain effective controls over the accuracyand disclosure of our property and asset management rights accounts.  Specifically, effective controls were notdesigned and in place to ensure that an adequate impairment analysis wasaccurately conducted, reviewed, and approved in order to identify and recordimpairments as required under GAAP.  Thiscontrol deficiency resulted in a misstatement of our intangible assets and inthe restatement of our annual consolidated financial statements for the periodfrom April 5, 2007 through December 31, 2007.   

 

In Management’s Report on Internal Control OverFinancial Reporting included in our original Annual Report on Form 10-K for the year ended December 31, 2007, our management, including ourCEO and CFO, concluded that we did not maintain effective internal control overfinancial reporting as of December 31, 2007 because of the material weakness describedin Item 1 above.  Management subsequentlyconcluded that the material weakness described in Item 2 above also existed asof December 31, 2007.  As a result, wehave concluded that we did not maintain effective internal control overfinancial reporting as of December 31, 2007, based on the criteria in *Internal Control – Integrated Framework* issued by theCOSO.  Accordingly, management hasrestated its report on internal control over financial reporting to includethis additional material weakness. 

 

This Annual Report does not include an attestation ofthe Company’s registered public accounting firm regarding internal control overfinancial reporting.  Management's reportwas not subject to attestation by the Company's independent registered public accountingfirm pursuant to temporary rules of the Securities and Exchange Commission thatpermit the Company to provide only management's report in this Annual Report.

 

 

 

F-2

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Tableof Contents

 

### **Report ofIndependent Registered Public Accounting Firm**

###  

To the Member of Centro NP, LLC:

 

In our opinion, the consolidated financial statements listed in theindex appearing under Item 15(a)(1) present fairly, in all material respects,the financial position of Centro NP, LLC and its subsidiaries (“the Company”)at December 31, 2007 and the results of the Company's operations and cash flowsfor the period from April 5, 2007 through December 31, 2007 in conformity withaccounting principles generally accepted in the United States of America.  In addition, in our opinion, the financialstatement schedules listed in the accompanying index under item 15(a)(2)present fairly, in all material respects, the information therein when read inconjunction with the related consolidated financial statements.  These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.  Weconducted our audit of these statements in accordance with the standards of thePublic Company Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluatingthe overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

 

As discussed in Note 1, the Company has restated the accompanyingconsolidated financial statements as of December 31, 2007, and for the periodthen ended.

 

The accompanying financial statements have been prepared assuming thatthe Company will continue as a going concern. As discussed in Note 4 to thefinancial statements, the Company’s liquidity is subject to, among otherthings, its ability to negotiate extensions of the Company’s credit facilitiesand the inability to refinance the credit facilities would have a materialadverse effect on the Company’s liquidity and financial condition.  Additionally, uncertainties also exist due tothe liquidity issues currently experienced by the Company’s parent and theCompany’s ultimate equity investors.  TheCompany’s parent and the Company’s ultimate equity investors are also trying tonegotiate extensions to their credit facilities. If the outcomes of thesenegotiations are not favorable to the Company’s parent and the Company’sultimate equity investors, it is uncertain as to the impact that this will haveon the Company.  These matters raisesubstantial doubt about the Company’s ability to continue as a going concern.Management’s plans in regard to these matters are also described in Note 4. Thefinancial statements do not include any adjustments that might result from theoutcome of this uncertainty.

 

/s/ PricewaterhouseCoopersLLP

 

PricewaterhouseCoopers LLP 

New York, New York

 

April 18, 2008

 

F-3

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Tableof Contents

 

### **Report ofIndependent Registered Public Accounting Firm**

###  

To the Stockholders ofNew Plan Excel Realty Trust, Inc:

 

In our opinion, the consolidatedfinancial statements listed in the index appearing under Item 15(a)(1) presentfairly, in all material respects, the financial position of New Plan ExcelRealty Trust, Inc and its subsidiaries (“the Predecessor”) and the results ofthe Predecessor’s operations and cash flows for the period from January 1,2007 through April 4, 2007 and the years ended December 31, 2006 and2005, in conformity with accounting principles generally accepted in the UnitedStates of America.  In addition, in ouropinion, the financial statement schedules listed in the accompanying indexunder item 15(a)(2) present fairly, in all material respects, the informationtherein when read in conjunction with the related consolidated financialstatements.  These financial statementsare the responsibility of the Predecessor’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.  We conducted our audits of these statementsin accordance with the standards of the Public Company Accounting OversightBoard (United States).  Those standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation.  We believe our audits provide a reasonablebasis for our opinion.

 

/s/ PricewaterhouseCoopersLLP

 

PricewaterhouseCoopersLLP

New York, New York

 

April 18, 2008

 

F-4

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCELREALTY TRUST, INC. (THE “PREDECESSOR”))**

### **CONSOLIDATEDBALANCE SHEETS**

**December 31, 2007 and 2006**

**(In thousands, except fractions,percentages and par value amounts)**

** **
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **As Restated  Company**        | ** ** | **Predecessor**                 | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
| **ASSETS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                      | ** ** | ** **                      | ** ** |
| Real estate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                            |       |                            |       |
| Land                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | $                               | 1,200,343  |                            | $          | 724,596 |   |
| Buildings and  improvements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       | 2,764,677                       |       | 2,841,158                       |       |
| Accumulated  depreciation and amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | (60,590                         | )          | (430,207                        | )          |
| Net real estate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 3,904,430                       |       | 3,135,547                       |       |
| Real estate held  for sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 425                             |       | 28,649                          |       |
| Cash and cash  equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 34,706                          |       | 7,916                           |       |
| Restricted cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 26,417                          |       | 23,662                          |       |
| Marketable  securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       | 6,774                           |       | 5,847                           |       |
| Receivables:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                            |       |                            |       |
| Trade, net of  allowance for doubtful accounts of $20,480 and $19,386 as of  December 31, 2007 and 2006, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 24,584                          |       | 29,422                          |       |
| Deferred rent,  net of allowance of $131 and $1,702 as of December 31, 2007 and 2006,  respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 6,804                           |       | 32,169                          |       |
| Other, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 32,876                          |       | 22,582                          |       |
| Mortgages and  notes receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 3,397                           |       | 4,412                           |       |
| Prepaid expenses  and deferred charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       | 19,250                          |       | 47,550                          |       |
| Investments in /  advances to unconsolidated ventures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | 475,605                         |       | 91,401                          |       |
| Intangible  assets, net of accumulated amortization of $99,201 and $19,754 as of  December 31, 2007 and 2006, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 706,709                         |       | 88,256                          |       |
| Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 350,437                         |       | —                          |       |
| Other assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | 32,716                          |       | 17,486                          |       |
| Total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | $                               | 5,625,130  |                            | $          | 3,534,899 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                            |       |                            |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL / STOCKHOLDERS’ EQUITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                      | ** ** | ** **                      | ** ** |
| Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                            |       |                            |       |
| Mortgages  payable, including unamortized premium of $13,426 and $11,563 as of  December 31, 2007 and 2006, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | $                               | 451,675    |                            | $          | 448,910 |   |
| Notes payable,  net of unamortized premium (discount) of $30,465 and $(5,911) as of  December 31, 2007 and 2006, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 860,681                         |       | 1,166,950                       |       |
| Credit  facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 488,288                         |       | 191,000                         |       |
| Capital leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | 30,902                          |       | 27,500                          |       |
| Dividends  payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | —                          |       | 37,529                          |       |
| Other  liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 529,061                         |       | 150,585                         |       |
| Tenant security  deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 9,754                           |       | 10,203                          |       |
| Total  liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 2,370,361                       |       | $                               | 2,032,677  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                            |       |                            |       |
| Minority  interest in consolidated partnership and joint ventures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | 86,210                          |       | 57,485                          |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                            |       |                            |       |
| Commitments and  contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | —                          |       | —                          |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                            |       |                            |       |
| Member’s capital  / stockholders’ equity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                            |       |                            |       |
| Preferred stock,  $0.01 par value, 0 and 25,000 shares authorized at December 31, 2007 and  2006, respectively; Series D: 1,500 depositary shares, each representing  1/10 of one share of Series D Cumulative Voting Step-Up Premium Rate  Preferred, 0 and 150 shares issued and outstanding at December 31, 2007  and 2006, respectively; Series E: 8,000 depositary shares, each  representing 1/10 of one share of 7.625% Series E Cumulative Redeemable  Preferred, 0 and 800 shares issued and outstanding at December 31, 2007  and 2006, respectively |       | —                          |       | 10                              |       |
| Common stock,  $0.01 par value, 0 and 250,000 shares authorized at December 31, 2007 and  2006, respectively; 0 and 103,420 shares issued and outstanding at  December 31, 2007 and 2006, respectively                                                                                                                                                                                                                                                                                                                                                                                  |       | —                          |       | 1,034                           |       |
| Additional  paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       | —                          |       | 2,009,705                       |       |
| Member’s capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | 3,734,387                       |       | —                          |       |
| Accumulated  other comprehensive loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | (1,196                          | )          | (10,850                         | )          |
| Accumulated  distributions in excess of net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | (564,632                        | )          | (555,162                        | )          |
| Total members’  capital / stockholders’ equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 3,168,559                       |       | 1,444,737                       |       |
| Total  liabilities and members’ capital / stockholders’ equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | $                               | 5,625,130  |                            | $          | 3,534,899 |   |

 

The accompanying notes are an integral part of theconsolidated financial statements.

 

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCELREALTY TRUST, INC. (THE “PREDECESSOR”))**

**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME/(LOSS)**

**For the years ended December 31, 2007, 2006 and 2005**

**(****I****n thousands, except per shareamounts)**

** **
| ** **                                                                        | ** ** | **Company**                                  | ** ** | **Predecessor**                       | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                                        | ** ** | **As Restated  Period from April** | ** ** | **Period from  January 1,** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                        | ** ** | **5, through  December 31, 2007**  | ** ** | **through April 4,  2007**  | ** ** | **December 31,  2006** | ** ** | **December 31,  2005** | ** ** |
| Revenues:                                                                         |       |                                         |       |                                  |       |   |   |   |   |
| Rental income                                                                     |       | $                                            | 311,138    |                                  | $          | 92,455 |   | $ | 336,475 |   | $ | 359,372 |   |
| Percentage rents                                                                  |       | 2,463                                        |       | 2,169                                 |       | 4,903 |   | 5,811 |   |
| Expense  reimbursements                                                           |       | 79,115                                       |       | 27,730                                |       | 101,512 |   | 97,728 |   |
| Fee income                                                                        |       | 21,952                                       |       | 8,832                                 |       | 16,660 |   | 10,957 |   |
| Total revenues                                                                    |       | 414,668                                      |       | 131,186                               |       | 459,550 |   | 473,868 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Operating  expenses:                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Operating costs                                                                   |       | 60,635                                       |       | 22,012                                |       | 73,093 |   | 75,595 |   |
| Real estate  taxes                                                                |       | 48,113                                       |       | 17,210                                |       | 59,762 |   | 64,492 |   |
| Depreciation and  amortization                                                    |       | 189,063                                      |       | 25,841                                |       | 89,048 |   | 89,831 |   |
| Provision for  doubtful accounts                                                  |       | 3,141                                        |       | 3,277                                 |       | 7,949 |   | 11,167 |   |
| Impairment of  real estate                                                        |       | 27,775                                       |       | —                                |       | — |   | 859 |   |
| Impairment of  goodwill and other intangibles (1)                                 |       | 552,851                                      |       | —                                |       | — |   | — |   |
| General and  administrative                                                       |       | 20,538                                       |       | 51,932                                |       | 28,674 |   | 26,359 |   |
| Total operating  expenses                                                         |       | 902,116                                      |       | 120,272                               |       | 258,526 |   | 268,303 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Income before  real estate sales, minority interest and other income and expenses |       | (487,448                                     | )          | 10,914                                |       | 201,024 |   | 205,565 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Other income and  expenses:                                                       |       |                                         |       |                                  |       |   |   |   |   |
| Interest,  dividend, and other income                                             |       | 4,724                                        |       | 1,524                                 |       | 4,016 |   | 4,219 |   |
| Equity in income  of unconsolidated ventures                                      |       | 2,576                                        |       | 974                                   |       | 5,143 |   | 4,046 |   |
| Interest expense                                                                  |       | (78,802                                      | )          | (26,845                               | )          | (94,202 | ) | (118,043 | ) |
| Minority  interest in income of consolidated partnership and joint ventures       |       | (5,956                                       | )          | (297                                  | )          | (745 | ) | (5,953 | ) |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| (Loss) income from  continuing operations                                         |       | (564,906                                     | )     | (13,730                               | )          | 115,236 |   | 89,834 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Discontinued  operations:                                                         |       |                                         |       |                                  |       |   |   |   |   |
| Income from  discontinued operations (Note 7)                                     |       | 274                                          |       | 3,121                                 |       | 19,980 |   | 29,582 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| (Loss) income  before gain on sale of real estate                                 |       | (564,632                                     | )     | (10,609                               | )          | 135,216 |   | 119,416 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Gain on sale of  real estate                                                      |       | —                                       |       | —                                |       | 1 |   | 186,908 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Net (loss) income                                                                 |       | $                                            | (564,632   | )                                     | $          | (10,609 | ) | $ | 135,217 |   | $ | 306,324 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Preferred  dividends                                                              |       | —                                       |       | (12,079                               | )          | (21,966 | ) | (21,888 | ) |
| Net (loss) income  available to common stock - basic                              |       | —                                       |       | (22,688                               | )          | 113,251 |   | 284,436 |   |
| Minority  interest in income of consolidated partnership                          |       | —                                       |       | 297                                   |       | 745 |   | 5,070 |   |
| Net income  (loss) available to common stock - diluted                            |       | —                                       |       | $                                     | (22,391    | ) | $ | 113,996 |   | $ | 289,506 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Basic earnings  (loss) per common share:                                          |       |                                         |       |                                  |       |   |   |   |   |
| Income (loss)  from continuing operations                                         |       | —                                       |       | $                                     | (0.25      | ) | $ | 0.88 |   | $ | 2.46 |   |
| Discontinued  operations                                                          |       | —                                       |       | 0.03                                  |       | 0.21 |   | 0.29 |   |
| Basic earnings  (loss) per share                                                  |       | —                                       |       | $                                     | (0.22      | ) | $ | 1.09 |   | $ | 2.75 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Diluted earnings  (loss) per common share:                                        |       |                                         |       |                                  |       |   |   |   |   |
| Income (loss)  from continuing operations                                         |       | —                                       |       | $                                     | (0.23      | ) | $ | 0.85 |   | $ | 2.43 |   |
| Discontinued  operations                                                          |       | —                                       |       | 0.03                                  |       | 0.20 |   | 0.28 |   |
| Diluted earnings  (loss) per share                                                |       | —                                       |       | $                                     | (0.20      | ) | $ | 1.05 |   | $ | 2.71 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Average shares  outstanding – basic                                          |       | —                                       |       | 103,355                               |       | 104,102 |   | 103,393 |   |
| Average shares  outstanding – diluted                                        |       | —                                       |       | 109,558                               |       | 108,814 |   | 106,834 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Dividends per  common share (2)                                                   |       | —                                       |       | $                                     | 0.6250     |   | $ | 1.25 |   | $ | 4.45 |   |
|                                                                              |       |                                         |       |                                  |       |   |   |   |   |
| Other  comprehensive income/(loss):                                               |       |                                         |       |                                  |       |   |   |   |   |
| Net (loss) income                                                                 |       | $                                            | (564,632   | )                                     | $          | (10,609 | ) | $ | 135,217 |   | $ | 306,324 |   |
| Realized/unrealized  (loss) gain on available-for-sale securities                 |       | (1,196                                       | )          | 512                                   |       | 259 |   | (420 | ) |
| Unrealized gains  (loss) on deferred compensation                                 |       | —                                       |       | (168                                  | )          | 131 |   | 39 |   |
| Realized gain  (loss) on interest hedges, net                                     |       | —                                       |       | 359                                   |       | 1,435 |   | (11,157 | ) |
| Unrealized gain  (loss) on interest risk hedges, net                              |       | —-                                      |       | 166                                   |       | (4,601 | ) | 8,495 |   |
| Comprehensive (loss)  income                                                      |       | $                                            | (565,828   | )                                | $          | (9,740 | ) | $ | 132,441 |   | $ | 303,281 |   |

 

----

(1)   Impairment of goodwill and other intangibles includes animpairment charge of approximately $475.2 million against the Company’sgoodwill balance and approximately $77.7 million against the Company’s otherintangible assets (Note 3). 

(2)   For the year ended December 31, 2005,amount includes a special cash distribution of $3.00 per common share paid on September 27,2005 (Note 16). 

 

The accompanying notes are an integral part of the consolidatedfinancial statements.

 

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCELREALTY TRUST, INC. (THE “PREDECESSOR”))**

**CONSOLIDATEDSTATEMENTS OF CHANGES IN MEMBERS’ CAPITAL / STOCKHOLDERS’ EQUITY**

**For the Years Ended December 31,2007, 2006 and 2005**

**(In thousands)**

** **
| ** **                                                                              | ** ** | ** **               | ** ** | ** **            | ** ** | **Shares of Beneficial  Interest/** | ** ** | **Additional**    | ** ** | **Accumulated  Other**     | ** ** | **Accumulated  Distributions** | ** ** | **Total  Members’  Capital /** | ** ** |
|-----------------------------------------------------------------------------------------|------------|--------------------------|------------|-----------------------|------------|-----------------------------------------------|------------|-------------------|------------|----------------------------|------------|--------------------------------|------------|------------------------------------------|------------|
| ** **                                                                              | ** ** | **Preferred Stock** | ** ** | **Common Stock** | ** ** | **Paid-in**                                   | ** ** | **Comprehensive** | ** ** | **in Excess of** | ** ** | **Stockholders’**         | ** ** |
| ** **                                                                              | ** ** | **Number**               | ** ** | **Amount**            | ** ** | **Number**                                    | ** ** | **Amount**        | ** ** | **Capital**                | ** ** | **Income**                     | ** ** | **Net Income**                      | ** ** | **Equity** | ** ** |
| **Predecessor**                                                                         |       |                     |       |                  |       |                                          |       |              |       |                       |       |                           |       |                                     |       |   |   |
| Balance at  December 31, 2004                                                      |       | 950                      |       | $                     | 10         |                                          | 102,845    |              | $          | 1,028                      |       | $                              | 2,005,977  |                                     | $          | (5,031 | ) | $ | (361,823 | ) | $ | 1,640,161 |   |
| Net income                                                                              |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | —                         |       | 306,324                                  |       | 306,324 |   |
| Dividends (1)                                                                           |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | —                         |       | (482,973                                 | )          | (482,973 | ) |
| Exercise of  stock options                                                              |       | —                   |       | —                |       | 487                                           |       | 5                 |       | 8,677                      |       | —                         |       | —                                   |       | 8,682 |   |
| Forfeiture of  equity award                                                             |       | —                   |       | —                |       | (11                                           | )          | —            |       | (295                       | )          | —                         |       | —                                   |       | (295 | ) |
| Shares  repurchased and retired                                                         |       | —                   |       | —                |       | (2                                            | )          | —            |       | (47                        | )          | —                         |       | —                                   |       | (47 | ) |
| Employee loans                                                                          |       | —                   |       | —                |       | —                                        |       | —            |       | 119                        |       | —                         |       | —                                   |       | 119 |   |
| Dividend  Reinvestment Plan                                                             |       | —                   |       | —                |       | 919                                           |       | 9                 |       | 21,739                     |       | —                         |       | —                                   |       | 21,748 |   |
| Stock incentive  grants                                                                 |       | —                   |       | —                |       | 67                                            |       | —            |       | 239                        |       | —                         |       | —                                   |       | 239 |   |
| Option grant                                                                            |       | —                   |       | —                |       | —                                        |       | —            |       | (161                       | )          | —                         |       | —                                   |       | (161 | ) |
| Redemption of  limited partner units for shares of common stock                         |       | —                   |       | —                |       | —                                        |       | —            |       | (161                       | )          | —                         |       | —                                   |       | (161 | ) |
| Realized/unrealized  holding loss on marketable securities                              |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | (420                           | )          | —                                   |       | (420 | ) |
| Unrealized gains  on deferred compensation, net                                         |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | 39                             |       | —                                   |       | 39 |   |
| Realized loss on  interest risk Hedges, net                                             |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | (11,157                        | )          | —                                   |       | (11,157 | ) |
| Unrealized gain  on interest risk hedges, net                                           |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | 8,495                          |       | —                                   |       | 8,495 |   |
| Impact of  non-cash adjustments to account for Preferred D dividend “step-up” |       | —                   |       | —                |       | —                                        |       | —            |       | 793                        |       | —                         |       | —                                   |       | 793 |   |
|                                                                                    |       |                     |       |                  |       |                                          |       |              |       |                       |       |                           |       |                                     |       |   |   |
| Balance at  December 31, 2005                                                      |       | 950                      |       | 10                    |       | 104,305                                       |       | 1,042             |       | 2,036,880                  |       | (8,074                         | )          | (538,472                                 | )          | 1,491,386 |   |
| Net income                                                                              |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | —                         |       | 135,217                                  |       | 135,217 |   |
| Dividends                                                                               |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | —                         |       | (151,907                                 | )          | (151,907 | ) |
| Exercise of  stock options                                                              |       | —                   |       | —                |       | 509                                           |       | 5                 |       | 8,357                      |       | —                         |       | —                                   |       | 8,362 |   |
| Forfeiture of  equity award                                                             |       | —                   |       | —                |       | (1                                            | )          | —            |       | —                     |       | —                         |       | —                                   |       | — |   |
| Shares  repurchased and retired                                                         |       | —                   |       | —                |       | (1,870                                        | )          | (18               | )          | (50,127                    | )          | —                         |       | —                                   |       | (50,145 | ) |
| Employee loans                                                                          |       | —                   |       | —                |       | —                                        |       | —            |       | 115                        |       | —                         |       | —                                   |       | 115 |   |
| Dividend  Reinvestment Plan                                                             |       | —                   |       | —                |       | 302                                           |       | 3                 |       | 7,509                      |       | —                         |       | —                                   |       | 7,512 |   |
| Stock incentive  grants                                                                 |       | —                   |       | —                |       | 57                                            |       | 1                 |       | 179                        |       | —                         |       | —                                   |       | 180 |   |
| Option grant                                                                            |       | —                   |       | —                |       | —                                        |       | —            |       | 2,630                      |       | —                         |       | —                                   |       | 2,630 |   |
| Redemption of  limited partner units for shares of common stock                         |       | —                   |       | —                |       | 118                                           |       | 1                 |       | 3,295                      |       | —                         |       | —                                   |       | 3,296 |   |
| Realized/unrealized  holding gain on marketable securities                              |       | —                   |       | —                |       | —                                        |       | —            |       | —                     |       | 259                            |       | —                                   |       | 259 |   |
|                                                                                         |            |                          |            |                       |            |                                               |            |                   |            |                            |            |                                |            |                                          |            |  |  |  |  |  |  |  |  |

 

F-7

----

Tableof Contents

 
| Unrealized gain  on deferred compensation, net                                          |   | — |   | — |   | —  |    | — |   | —    |   | 131     |      | —   |   | 131       |   |
|-----------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|---------|---------|--------|--------|-----------|--------|---------|-----------|----------|--------|-----------|--------|
| Realized gain on  interest risk hedges, net                                             |   | — |   | — |   | —  |    | — |   | —    |   | 1,435   |      | —   |   | 1,435     |   |
| Unrealized loss  on interest risk hedges, net                                           |   | — |   | — |   | —  |    | — |   | —    |   | (4,601  | )         | —   |   | (4,601    | )      |
| Impact of  non-cash adjustments to account for Preferred D dividend “step-up” |   | — |   | — |   | —  |    | — |   | 867       |   | —  |      | —   |   | 867       |   |
|                                                                                    |   |   |   |   |   |    |    |   |   |      |   |    |      |     |   |      |   |
| Balance at  December 31, 2006                                                      |   | 950    |   | 10     |   | 103,420 |    | 1,034  |   | 2,009,705 |   | (10,850 | )         | (555,162 | )      | 1,444,737 |   |
| Net loss                                                                                |   | — |   | — |   | —  |    | — |   | —    |   | —  |      | (10,609  | )      | (10,609   | )      |
| Dividends                                                                               |   | — |   | — |   | —  |    | — |   | —    |   | —  |      | (38,957  | )      | (38,957   | )      |
| Exercise of  stock options                                                              |   | — |   | — |   | 36      |    | — |   | 693       |   | —  |      | —   |   | 693       |   |
| Dividend  Reinvestment Plan                                                             |   | — |   | — |   | 67      |    | 1      |   | 1,839     |   | —  |      | —   |   | 1,840     |   |
| Stock incentive  grants                                                                 |   | — |   | — |   | 115     |    | 1      |   | 44        |   | —  |      | —   |   | 45        |   |
| Option grant                                                                            |   | — |   | — |   | —  |    | — |   | 17,879    |   | —  |      | —   |   | 17,879    |   |
| Realized/unrealized  holding gain on marketable securities                              |   | — |   | — |   | —  |    | — |   | —    |   | 347     |      | —   |   | 347       |   |
| Unrealized loss  on deferred Compensation net                                           |   | — |   | — |   | —  |    | — |   | —    |   | (170    | )         | —   |   | (170      | )      |
| Realized  gain/loss on interest risk hedges net                                         |   | — |   | — |   | —  |    | — |   | —    |   | (358    | )         | —   |   | (358      | )      |
| Unrealized  gain/loss on interest risk hedges net                                       |   | — |   | — |   | —  |    | — |   | —    |   | (1      | )         | —   |   | (1        | )      |
| Impact of  non-cash adjustments to account for Preferred D dividend “step-up” |   | — |   | — |   | —  |    | — |   | 229       |   | —  |      | —   |   | 229       |   |
| Balance at  April 4, 2007                                                          |   | 950    |   | $      | 10     |    | 103,638 |   | $      | 1,036     |   | $       | 2,030,389 |     | $      | (11,032   | )      | $ | (604,728 | ) | $ | 1,415,675 |   |
|                                                                                         |        |        |        |        |        |         |         |        |        |           |        |         |           |          |        |           |        |  |  |  |  |  |  |

 
| ** **                                                 | ** ** | **Member’s  Capital** | ** ** | **Accumulated  Other  Comprehensive  Income** | ** ** | **Accumulated  Distributions  in Excess of   Net Income** |    | **Total  Member’s  Capital /  Stockholders’  Equity** |     |
|------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------|------------|-----------------------------------------------------------|---------|-----------------------------------------------------------------|----------|
|                                                       |       |                       |       |                                          |       |                                                      |    |                                                            |     |
| **Company**                                                |       |                       |       |                                          |       |                                                      |    |                                                            |     |
| Balance at  April 5, 2007 (2)                         |       | $                          | 3,597,802  |                                          | $          | —                                                    |    | $                                                               | —   |   | $ | 3,597,802 |   |
| Contribution/(distribution)  by members, net               |       | 1,137,049                  |       | —                                        |       | —                                                    |    | 1,137,049                                                       |     |
| Distributions of  assets (3)                               |       | (490,227                   | )          | —                                        |       | —                                                    |    | (490,227                                                        | )        |
| Distributions of  assets to Parent (3)                     |       | (510,237                   | )          | —                                        |       | —                                                    |    | (510,237                                                        | )        |
| Net loss — as  restated                               |       | —                     |       | —                                        |       | (564,632                                                  | )  | (564,632                                                        | )        |
| Realized/unrealized  holding loss on marketable securities |       | —                     |       | (1,196                                        | )          | —                                                    |    | (1,196                                                          | )        |
|                                                       |       |                       |       |                                          |       |                                                      |    |                                                            |     |
| Balance at  December 31, 2007, as restated            |       | $                          | 3,734,387  |                                          | $          | (1,196                                                    | )       | $                                                               | (564,632 | )  | $ | 3,168,559 |   |

 

----

(1)          Amount includes a special cash distribution of $3.00 per common sharepaid on September 27, 2005 (Note 16).

(2)          Recorded in connection with the Merger discussed in Note 1.

(3)          Transactionsrelating to the Residual Joint Venture.

 

The accompanyingnotes are an integral part of the consolidated financial statements.

 

F-8

----

Table of Contents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**For the Years Ended December 31, 2007, 2006 and 2005**

**(In thousands)**

** **
| ** **                                                               | ** ** | **Company**                                                                                              | ** ** | **Predecessor**                                                                           | ** ** |
|--------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| ** **                                                               | ** ** | **As Restated  Period from   April 5, through   December 31,   2007** | ** ** | **Period from   January 1,   through April 4,   2007** | ** ** | **Year Ended   December 31,   2006** | ** ** | **Year Ended   December 31,   2005** | ** ** |
| Cash flows from  operating activities:                                   |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Net (loss)  income                                                       |       | $                                                                                                        | (564,632   | )                                                                                         | $          | (10,609 | ) | $ | 135,219 |   | $ | 306,324 |   |
| Adjustments to  reconcile net income to net cash provided by operations: |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Depreciation and  amortization                                           |       | 189,321                                                                                                  |       | 25,897                                                                                    |       | 92,060 |   | 95,137 |   |
| Amortization of  net premium/discount on mortgages and notes payable     |       | (6,442                                                                                                   | )          | (690                                                                                      | )          | (2,534 | ) | (7,164 | ) |
| Amortization of  deferred debt and loan acquisition costs                |       | 1,818                                                                                                    |       | 1,891                                                                                     |       | 2,483 |   | 3,895 |   |
| Amortization of  stock options                                           |       | —                                                                                                   |       | 17,961                                                                                    |       | 2,711 |   | 2,372 |   |
| (Gain) loss on  swaps                                                    |       | (6,911                                                                                                   | )          | 292                                                                                       |       | 1,929 |   | 599 |   |
| Amortization of  asset retirement obligations                            |       | 41                                                                                                       |       | 15                                                                                        |       | 306 |   | — |   |
| Amortization of  below market leases                                     |       | (49,521                                                                                                  | )          | (847                                                                                      | )          | (1,993 | ) | (210 | ) |
| Gain on sale of  real estate and securities, net                         |       | —                                                                                                   |       | —                                                                                    |       | — |   | (186,907 | ) |
| (Gain) loss on  sale of discontinued operations                          |       | —                                                                                                   |       | (2,122                                                                                    | )          | (14,650 | ) | (17,789 | ) |
| Minority  interest in income of partnership                              |       | 5,956                                                                                                    |       | 297                                                                                       |       | 745 |   | 5,954 |   |
| Impairment of  real estate assets                                        |       | 27,775                                                                                                   |       | —                                                                                    |       | 907 |   | 859 |   |
| Impairment of  goodwill and other intangibles                            |       | 552,851                                                                                                  |       | —                                                                                    |       | — |   | — |   |
| Equity in income  of unconsolidated ventures                             |       | (1,754                                                                                                   | )          | (974                                                                                      | )          | (5,143 | ) | (4,045 | ) |
| Distributions of  income from unconsolidated ventures                    |       | 883                                                                                                      |       | 2,203                                                                                     |       | 5,879 |   | 3,812 |   |
| Changes in  operating assets and liabilities, net:                       |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Change in  restricted cash                                               |       | (7,429                                                                                                   | )          | 4,673                                                                                     |       | (3,456 | ) | 2,472 |   |
| Change in trade  receivables                                             |       | 1,157                                                                                                    |       | (5,171                                                                                    | )          | (8,671 | ) | 10,302 |   |
| Change in  deferred rent receivables                                     |       | (7,758                                                                                                   | )          | (1,490                                                                                    | )          | (2,458 | ) | (3,819 | ) |
| Change in other  receivables                                             |       | (2,089                                                                                                   | )          | (7,726                                                                                    | )          | 2,556 |   | (6,513 | ) |
| Change in other  liabilities                                             |       | (17,589                                                                                                  | )          | 19,582                                                                                    |       | 1,565 |   | 16,822 |   |
| Change in tenant  security deposits                                      |       | 1,574                                                                                                    |       | (255                                                                                      | )          | (438 | ) | (906 | ) |
| Change in sundry  assets and liabilities                                 |       | (33,301                                                                                                  | )          | 10,469                                                                                    |       | 2,140 |   | 1,171 |   |
| Net cash  provided by operating activities                               |       | 83,950                                                                                                   |       | 53,396                                                                                    |       | 209,157 |   | 222,366 |   |
|                                                                     |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Cash flows from  investing activities:                                   |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Payment for  purchase of Predecessor                                     |       | (3,857,641                                                                                               | )          | —                                                                                    |       | — |   | — |   |
| Real estate  acquisitions and building improvements                      |       | (188,943                                                                                                 | )          | (53,543                                                                                   | )          | (125,332 | ) | (150,885 | ) |
| Acquisition, net  of cash and restricted cash received                   |       | (59,450                                                                                                  | )          | (27,014                                                                                   | )          | (145,419 | ) | (186,856 | ) |
| Proceeds from  real estate sales, net                                    |       | 16,340                                                                                                   |       | 4,404                                                                                     |       | 120,961 |   | 1,060,456 |   |
| Repayments of  mortgage notes receivable, net                            |       | 95                                                                                                       |       | 3,787                                                                                     |       | (3,617 | ) | 11,800 |   |
| Advances for  mortgages notes receivable                                 |       | (2,640                                                                                                   | )          | —                                                                                    |       | — |   | — |   |
| Leasing  commissions paid                                                |       | (2,106                                                                                                   | )          | (2,730                                                                                    | )          | (10,059 | ) | (11,405 | ) |
| Purchase of  intangible assets                                           |       | (530                                                                                                     | )          | —                                                                                    |       | — |   | — |   |
| Cash paid for  asset management fee stream                               |       | —                                                                                                   |       | —                                                                                    |       | — |   | (18,500 | ) |
| Cash paid for  property management rights                                |       | —                                                                                                   |       | —                                                                                    |       | — |   | (22,251 | ) |
| Cash from joint  venture consolidation                                   |       | —                                                                                                   |       | 14                                                                                        |       | 68 |   | — |   |
| Cash paid for  joint venture interest                                    |       | —                                                                                                   |       | —                                                                                    |       | — |   | (5,441 | ) |
| Proceeds from  sale of joint venture interest                            |       | —                                                                                                   |       | —                                                                                    |       | — |   | 11,400 |   |
| Capital  contributions to unconsolidated joint ventures                  |       | (6,040                                                                                                   | )          | (1,328                                                                                    | )          | (8,295 | ) | (57,663 | ) |
| Distributions of  capital from unconsolidated ventures                   |       | 355,509                                                                                                  |       | 1,442                                                                                     |       | 16,884 |   | 5,450 |   |
| Net cash (used  in) provided by investing activities                     |       | (3,745,406                                                                                               | )          | (74,968                                                                                   | )          | (154,809 | ) | 636,105 |   |
|                                                                     |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Cash flows from  financing activities:                                   |       |                                                                                                     |       |                                                                                      |       |   |   |   |   |
| Cash paid to  redeem limited partnership units                           |       | (10,926                                                                                                  | )          | —                                                                                    |       | (554 | ) | — |   |
| Principal  payments of mortgages and notes payable                       |       | (55,383                                                                                                  | )          | (10,017                                                                                   | )          | (35,382 | ) | (139,490 | ) |
| Proceeds from  public debt offering, net                                 |       | —                                                                                                   |       | 529                                                                                       |       | 198,000 |   | 349,044 |   |
| Loan from Centro  Property Trust                                         |       | 303,400                                                                                                  |       | —                                                                                    |       | — |   | — |   |
| Redemption of  convertible notes payable                                 |       | (375,133                                                                                                 | )          | —                                                                                    |       | — |   | — |   |
| Repayment of  public debt                                                |       | —                                                                                                   |       | —                                                                                    |       | — |   | (350,000 | ) |
| Cash paid to  settle swap agreement                                      |       | —                                                                                                   |       | —                                                                                    |       | — |   | (11,945 | ) |
| Capital  contribution from member                                        |       | 4,313,431                                                                                                |       | —                                                                                    |       | — |   | — |   |
| Proceeds from  credit facility borrowing                                 |       | 684,985                                                                                                  |       | 85,000                                                                                    |       | 220,000 |   | 490,000 |   |
| Repayment of  credit facility                                            |       | (442,185                                                                                                 | )          | (7,000                                                                                    | )          | (244,000 | ) | (721,000 | ) |
| Repayment of  secured term loan                                          |       | (150,000                                                                                                 | )          | —                                                                                    |       | — |   | — |   |
| Financing fees                                                           |       | (500                                                                                                     | )          | —                                                                                    |       | (4,242 | ) | (4,172 | ) |
| Distributions  paid to minority partners                                 |       | (4,462                                                                                                   | )          | (2,134                                                                                    | )          | (3,942 | ) | (7,514 | ) |
| Distribution to  members                                                 |       | (545,765                                                                                                 | )          | —                                                                                    |       | — |   | — |   |
|                                                                          |            |                                                                                                          |            |                                                                                           |            |  |  |  |  |  |  |  |  |

 

F-9

----

Tableof Contents

 
| Dividends paid                                                     |   | (38,957   | )      | (37,597 | )      | (151,354 | )      | (492,051 | )       |
|--------------------------------------------------------------------|--------|-----------|--------|---------|--------|----------|--------|----------|---------|
| Proceeds from  exercise of stock options                           |   | —    |   | 693     |   | 8,262    |   | 8,685    |    |
| Repayment of  loans receivable for the purchase of common stock    |   | —    |   | —  |   | 115      |   | 119      |    |
| Cash paid for  repurchase of common stock                          |   | —    |   | —  |   | (50,145  | )      | —   |    |
| Proceeds from  dividend reinvestment plan                          |   | —    |   | 1,839   |   | 7,608    |   | 21,763   |    |
| Net cash  provided by (used in) financing activities               |   | 3,678,505 |   | 31,313  |   | (55,634  | )      | (856,561 | )       |
|                                                               |   |      |   |    |   |     |   |     |    |
| Net increase  (decrease) in cash and cash equivalents              |   | 17,049    |   | 9,741   |   | (1,286   | )      | 1,910    |    |
|                                                               |   |      |   |    |   |     |   |     |    |
| Cash and cash  equivalents at beginning of year                    |   | 17,657    |   | 7,916   |   | 9,202    |   | 7,292    |    |
| Cash and cash  equivalents at end of year                          |   | $         | 34,706 |    | $      | 17,657   |   | $        | 7,916   |   | $ | 9,202 |   |
|                                                               |   |      |   |    |   |     |   |     |    |
| Supplemental  Cash Flow Disclosure, including Non-Cash Activities: |   |      |   |    |   |     |   |     |    |
| Cash paid for  interest, net of amounts capitalized                |   | $         | 70,850 |    | $      | 22,598   |   | $        | 112,121 |   | $ | 125,970 |   |
| Capitalized  interest                                              |   | 10,550    |   | 4,474   |   | 11,838   |   | 8,485    |    |
| State and local  taxes paid                                        |   | 2,540     |   | 145     |   | 420      |   | 70       |    |
| Mortgages  assumed, net                                            |   | —    |   | —  |   | 43,613   |   | 27,797   |    |
| Partnership  units issued in acquisition                           |   | —    |   | —  |   | 4,770    |   | 29,547   |    |
| Distribution of  entity interest to parent (1)                     |   | 510,237   |   | —  |   | —   |   | —   |    |
| Contribution of  entity interest to Centro NP Residual Holding LLC |   | 490,227   |   | —  |   | —   |   | —   |    |
| Partnership  units issued in connection with joint venture         |   | 6,700     |   | —  |   | —   |   | —   |    |
| Fair value of  assets acquired (2)                                 |   | 6,270,330 |   | —  |   | —   |   | —   |    |
| Cash paid for  stock (2)                                           |   | 3,857,556 |   | —  |   | —   |   | —   |    |
| Liabilities  assumed (2)                                           |   | 2,412,773 |   | —  |   | —   |   | —   |    |

 

----

(1)  Recorded in connection with investment in an unconsolidatedventure, Centro NP Residual Holding LLC discussed in Note 10.

(2)  Recorded in connection with the Merger discussed in Note 1.

 

The accompanying notesare an integral part of the consolidated financial statements.

 

F-10

----

Table ofContents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

**1.**             **Restatement of Financial Statements**

 

The Company has restated its consolidated financialstatements as of December 31, 2007 and for the period from April 5, 2007through December 31, 2007 to record an impairment of the Company’s intangibleassets. As described in Note 4, after undertaking an impairment analysis, theCompany determined that an impairment charge of $77.7 million (with no taxbenefit) was required to reduce the carrying amount of the Company’s intangibleasset balance. The impairment charge was required due to the significantreduction in the Company’s, and its affiliates, forecast cashflow streamsderived from certain property and funds management services. Upon announcementof the ultimate parents’ liquidity and refinancing position on December 17,2007, there was a severe market reaction which significantly impaired theCompany’s and its ultimate parents’ ability to continue to grow their fundsmanagement business. The following table sets forth the impacts of therestatement on the Company’s financial position and results of operations.

 
| ** **                                                     | ** ** | **As Originally  Reported** | ** ** | **Adjustment** | ** ** | **As Restated** | ** ** |
|----------------------------------------------------------------|------------|-----------------------------|------------|----------------|------------|-----------------|------------|
| Intangible assets, net of accumulated amortization  of $99,201 |       | $                           | 784,385    |           | $          | (77,676         | )          | $ | 706,709 |   |
|                                                           |       |                        |       |           |       |            |       |
| Accumulated distributions in excess of net income              |       | $                           | (486,956   | )              | $          | (77,676         | )          | $ | (564,632 | ) |
|                                                           |       |                        |       |           |       |            |       |
| Impairment of goodwill and other intangibles                   |       | $                           | 475,175    |           | $          | 77,676          |       | $ | 552,851 |   |
|                                                           |       |                        |       |           |       |            |       |
| Loss from continuing operations                                |       | $                           | (487,230   | )              | $          | (77,676         | )          | $ | (564,906 | ) |
|                                                           |       |                        |       |           |       |            |       |
| Net loss                                                       |       | $                           | (486,956   | )              | $          | (77,676         | )          | $ | (564,632 | ) |

 

The adjustment hadno impact on cash flows. Notes 4, 5, 12, 20 and 24 to the ConsolidatedFinancial Statements have been restated to reflect the above restatement.

 

**2.                     Merger and Liquidation**

 

**MergerTransaction**

 

On February 27, 2007,New Plan Excel Realty Trust, Inc. (“New Plan”), and Excel Realty Partners,L.P., a Delaware limited partnership in which New Plan, through a wholly ownedsubsidiary, was the general partner, entered into an Agreement and Plan ofMerger (the “Merger Agreement”) with Centro NP LLC (formerly SuperIntermediateCo LLC) (“Centro NP”), Super MergerSub Inc. (“MergerSub”), andSuper DownREIT MergerSub LLC (“Super REIT MergerSub” and together with CentroNP and MergerSub, the “Buyer Parties”). The Buyer Parties are affiliates of Centro Properties Group, anAustralian publicly traded real estate company (“Centro”).  Pursuant to the Merger Agreement, MergerSubcommenced and completed a tender offer (the “Offer”) to purchase alloutstanding shares of common stock, par value $0.01 per share (“Common Stock”),of New Plan at a price of $33.15 per share, net to the holders thereof, in cash(the “Offer Price”).  The Offer, assupplemented by a subsequent offering period, expired at 12:00 midnight, NewYork City time, on Wednesday, April 18, 2007.  On April 5, 2007, following theexpiration of the initial offering period of the Offer, MergerSub accepted forpayment, and purchased, all of the approximately 69,105,909 shares of CommonStock, representing approximately 66.7% of the outstanding shares of CommonStock, that had been validly tendered in the initial offering period of theOffer.  On April 19, 2007, followingthe expiration of the subsequent offering period of the Offer, MergerSubaccepted for payment, and purchased, all of the approximately 22,096,621 sharesof Common Stock, which, together with the shares purchased in the initialoffering period, represented approximately 88.0% of the outstanding shares ofCommon Stock, that had been validly tendered in the subsequent offering periodof the Offer.  On April 19, 2007,MergerSub exercised its top-up option pursuant to the Merger Agreement toacquire an additional 52,929,108 shares of Common Stock from New Plan at apurchase price equal to the Offer Price, which number of shares was sufficientto permit MergerSub to effect a short-form merger of MergerSub into New Planunder Maryland law without the vote of, or any action by, the New Planstockholders.  MergerSub usedapproximately $1.5 billion of borrowings under a term facility (the “TenderFacility”) from J.P. Morgan Securities Inc. and certain of its affiliates tofinance payments related to the Offer. The Tender Facility was outstanding from April 5, 2007 to April 20,2007, and amounts outstanding thereunder bore interest at a rate per annumequal to the monthly Eurodollar rate determined as set forth in the TenderFacility Agreement.  On April 20,2007, the Tender Facility was repaid in full and terminated in connection withthe closing of the Mergers (as defined below).

 

On April 20,2007, New Plan and the Buyer Parties completed the other transactionscontemplated by the Merger Agreement, pursuant to which, among other things,MergerSub merged with and into New Plan (the “Merger”), with New Plan survivingthe Merger, and in connection therewith, Super DownREIT Acquisition L.P. (“DownREITAcquisition”) merged with and into Excel Realty Partners, L.P. (the “DownREITPartnership”), with the DownREIT Partnership continuing as the survivinglimited partnership (the “DownREIT Merger,” and together with the Merger, the “Mergers”).  In connection with the Merger, (a) eachshare of Common Stock (other than shares held by New Plan or any subsidiary ofNew Plan or by Purchaser) was converted into the right to receive the same $33.15in cash per share as was paid in the Offer, without interest, and (b) eachoutstanding option to purchase Common Stock under any employee stock option orincentive plan became fully vested and exercisable (whether or not then vestedor subject to any performance condition that has not been satisfied, andregardless of the exercise price thereof or the terms of any other agreementregarding the vesting, delivery or payment thereof) and was cancelled inexchange for the right to receive, for each share of Common Stock issuable uponexercise of such option, cash in the amount equal to the excess, if any, of theOffer Price over the exercise price per share of such option.  As a result of the Merger, New Plan became awholly owned subsidiary of Centro NP and any stockholder who held shares ofCommon Stock prior to the Merger ceased to be a stockholder effective as of theMerger.

 

On April 20, 2007, immediately following theMerger, New Plan, as the surviving corporation of the Merger, was liquidated(the “Liquidation”), and in connection with the Liquidation, (a) all ofNew Plan’s assets were transferred to, and all of its liabilities were assumedby, Centro NP, (b) all outstanding shares of preferred

 

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Table of Contents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

stock of New Plan wereautomatically converted into, and cancelled in exchange for the right toreceive, cash liquidating distributions in accordance with their terms, and (c) allshares of common stock of New Plan were cancelled.  As a result of the Merger and Liquidation,New Plan filed a Certification and Notice of Termination of Registration on Form 15pursuant to which it terminated its reporting obligations under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), with respect to its CommonStock and 7.625% Series E Cumulative Redeemable Preferred Stock.

 

Immediately following theMerger and the Liquidation, the Company’s employees became employees of CentroUS Management Joint Venture 2, LP (formerlyknown as Centro Watt Management Joint Venture 2, L.P. and referred to in thesenotes as the “ManagementJoint Venture”).  The distributionoccurred in order to comply with certain tax restrictions applicable to theCompany’s ultimate equity owners and to permit such employees to serve managementfunctions at other properties controlled by the Company’s affiliates.  Following this distribution, the ManagementJoint Venture managed the Company’s properties, although during a transitionperiod, certain of the Company’s subsidiaries continued to provide payroll,benefit and other transition services with respect to the Company’s formeremployees.  Such transition services wereterminated as of December 31, 2007. Contracts memorializing the management services arrangements under whichthe Company has been operating were entered into on March 28, 2008 inconnection with an amendment to the Company’s revolving credit facility.

 

Although the Company’semployees were employed by the Management Joint Venture shortly following theMerger and Liquidation, the Company continued to administer the payroll andbenefits functions for such employees on a transitory basis until December 31,2007, during which time the Management Joint Venture was preparing to replicatesuch functions on its own behalf. The costs incurred by the Company inproviding such services during this transition period offset the managementfees otherwise owed to the Management Joint Venture.

 

In connection with theMergers, Centro NP, New Plan Realty Trust, LLC (as successor to New Plan RealtyTrust, but only with respect to the 1999 Indenture (as defined below)) and U.S.Bank Trust National Association, as trustee (the “Trustee”) entered intosupplemental indentures (the “Supplemental Indentures”), each dated as of April 20,2007, to (i) the Indenture dated as of March 29, 1995 (the “1995Indenture”), by and between New Plan (as successor to New Plan Realty Trust)and the Trustee (as successor to State Street Bank and Trust Company, assuccessor to The First National Bank of Boston), (ii) the Indenture datedas of February 3, 1999 (the “1999 Indenture”), by and among New Plan, NewPlan Realty Trust, as guarantor, and the Trustee (as successor to State StreetBank and Trust Company), and (iii) the Indenture dated as of January 30,2004 (the “2004 Indenture”, and collectively with the 1995 Indenture and the1999 Indenture, the “Indentures”), by and between New Plan and theTrustee.  The Supplemental Indentureseach provided for the assumption by Centro NP of all of the obligations of NewPlan under each of the Indentures, effective upon consummation of the Merger.

 

Centro NP, as thesuccessor obligor on New Plan’s unsecured senior notes, intends to continue tofile with the SEC any annual reports, quarterly reports and other documentsthat it is required to file with the SEC pursuant to the Indentures governingthe unsecured senior notes.

 

**AccountingTreatment**

 

In accordance with Financial Accounting StandardsBoard (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 141,*Business Combinations*(“SFAS No. 141”),a business combination occurs when an entity acquires net assets thatconstitute a business or acquires equity interest of one or more other entitiesand obtains “control” over that entity or entities.  “Control” is defined by SFAS No. 141 as “ownershipby one company, directly or indirectly, of over fifty percent of theoutstanding voting shares of another company.” For accounting purposes, SFAS No. 141 further states that thedesignated acquisition date should be the date that control of the acquiredentity is transferred to the acquiring entity without restrictions, exceptthose required to protect the shareholders or other owners of the acquiredentity.

 

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

In conjunction with the transactions described above, Centro NP LLCacquired a 66.7% controlling interest in New Plan on April 5, 2007 inaccordance with the definition of control in SFAS No. 141.  As such, with respect to the results ofoperations of Centro NP, April 5, 2007 is the defined acquisition datethroughout the remainder of this document. Accordingly, the Consolidated Financial Statements contained in thisreport represent the results of operations and financial condition of New Plan(which is referred to as the Predecessor herein) prior to April 5, 2007,and of Centro NP for the period from April 5, 2007 through December 31,2007.  Notwithstanding the foregoing, NewPlan’s Common Stock remained outstanding until April 20, 2007, at whichpoint MergerSub, subsequently Centro NP, acquired the remaining outstandingshares of Common Stock.  Accordingly, anydiscussion pertaining to New Plan’s Common Stock, preferred stock orstock-based compensation in this document will reference April 20, 2007.

 

The aggregate purchaseprice of the Merger has been allocated in accordance with SFAS No. 141 atthe date of acquisition, based on the Company’s evaluation of information andestimates available at such date. Accordingly, all assets were recorded at their fair values at the timeof acquisition.  As final informationregarding the fair value of the assets acquired and liabilities assumed wasreceived and estimates were refined, appropriate adjustments were made to thepurchase price allocation.  As of December 31,2007, the total aggregate purchase price had been allocated as follows:

 
| **ASSETS**                                                        |   |      |      |
|-------------------------------------------------------------------|--------|-----------|-----------|
| Net real estate                                                   |   | $         | 4,484,647 |   |
| Cash and cash  equivalents                                        |   | 96,964    |      |
| Restricted cash                                                   |   | 18,988    |      |
| Marketable  securities                                            |   | 6,230     |      |
| Receivables:                                                      |   |      |      |
| Trade, net of  allowance for doubtful accounts                    |   | 34,593    |      |
| Other, net                                                        |   | 30,818    |      |
| Mortgages and  notes receivable                                   |   | 626       |      |
| Prepaid expenses  and deferred charges                            |   | 16,028    |      |
| Investments  in/advances to unconsolidated ventures               |   | 174,233   |      |
| Intangible  assets, net of accumulated amortization               |   | 937,992   |      |
| Goodwill                                                          |   | 825,612   |      |
| Other assets                                                      |   | 19,379    |      |
| Total assets                                                      |   | $         | 6,646,110 |   |
|                                                              |   |      |      |
| **LIABILITIES  AND MEMBERS’ CAPITAL**                        |   |      |      |
| Liabilities:                                                      |   |      |      |
| Mortgages  payable, including unamortized premium                 |   | $         | 444,649   |   |
| Notes payable,  net of unamortized premium                        |   | 1,266,814 |      |
| Credit  agreements                                                |   | 305,412   |      |
| Capital leases                                                    |   | 31,331    |      |
| Due to Centro  Property Trust                                     |   | 303,400   |      |
| Other  liabilities                                                |   | 597,831   |      |
| Tenant security  deposits                                         |   | 9,948     |      |
| Total  liabilities                                                |   | 2,959,385 |      |
|                                                              |   |      |      |
| Minority  interest in consolidated partnership and joint ventures |   | 88,923    |      |
|                                                              |   |      |      |
| Commitments and  contingencies                                    |   | —    |      |
|                                                              |   |      |      |
| Member’s  capital:                                           |   |      |      |
| Member’s capital                                             |   | 3,597,802 |      |
| Total member’s  capital                                      |   | 3,597,802 |      |
| Total  liabilities and member’s capital                      |   | $         | 6,646,110 |   |

 

The total aggregate purchase price consideration forthe Merger was approximately $3.6 billion, including costs associated with theacquisition.  There were no contingencypayments or commitments provided under the Merger Agreement.

 

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Table ofContents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

**3.           Descriptionof Business**

 

Centro NP LLC(together with its wholly-owned and majority-owned subsidiaries andconsolidated entities, the “Company”) was formed in February 2007 inconnection with the Offer and the Mergers, and to succeed the operations of NewPlan Excel Realty Trust, Inc. (together with its wholly-owned andmajority-owned subsidiaries and consolidated entities, “New Plan” or the “Predecessor”).  Prior to the consummation of the Offer andthe Mergers, the Company engaged in no activities other than those incident toits formation and the execution of the Merger Agreement.  The principal business of the Company is theownership and development of community and neighborhood shopping centersthroughout the United States.  Prior tothe consummation of the Mergers and the Liquidation (described in Note 1, “Mergerand Liquidation”) the Predecessor was operated as a self-administered andself-managed equity real estate investment trust (“REIT”).  As a result of the Merger and Liquidation,the Company is no longer operating as a REIT. On May 3, 2007, the Company’s name was changed from SuperIntermediateCo LLC to Centro NP LLC.

 

**4.           Summaryof Significant Accounting Policies**

 

Principles of Consolidation

 

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Table ofContents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

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

 

The consolidatedfinancial statements covered in this report represent the results of operationsand financial condition of the Predecessor prior to April 5, 2007, and ofthe Company for the period from April 5, 2007 through December 31,2007.  The accompanying consolidatedfinancial statements of the Company and the Predecessor include accounts oftheir wholly-owned subsidiaries and all partnerships in which they have acontrolling interest.  The portion ofthese entities not owned by the Company or the Predecessor is presented asminority interest as of and during the periods presented.  All inter-entity transactions have beeneliminated.

 

When the Company obtains an economic interest in anentity, the Company evaluates the entity to determine (i) if the entity isa variable interest entity (“VIE”), (ii) if the Company is the primarybeneficiary, in accordance with FASB Interpretation No. 46R, *Consolidation of Variable Interest Entities* (“FIN 46”) and (iii) whetherthe Company has a controlling interest in the entity, in accordance with theFASB’s Emerging Issues Task Force (“EITF”) Issue No. 04-5, *Determining Whether a General Partner, or the General Partners as aGroup, Controls a Limited Partnership or Similar Entity When the LimitedPartners Have Certain Rights* (“EITF 04-5”).  The Companyconsolidates (i) entities that are VIEs that the Company is deemed to bethe primary beneficiary of in accordance with FIN 46 and (ii) entitiesthat are non-VIEs which the Company controls in accordance with EITF04-5.  Entities that the Company accounts for under the equity method(i.e., at cost, increased or decreased by the Company’s share of earnings orlosses, less distributions) include (i) entities that are VIEs that theCompany is not deemed to be the primary beneficiary of and (ii) entitiesthat are non-VIEs which the Company does not control, but over which theCompany has the ability to exercise significant influence.  The Companywill reconsider its determination of whether an entity is a VIE and whoqualifies as the primary beneficiary if certain events occur that are likely tocause a change in the original determinations. The Predecessor applied the same evaluation process through April 4,2007 as detailed above as being applied by the Company.

 

Basis ofPresentation

 

The consolidatedfinancial statements have been prepared by the Company and the Predecessorpursuant to the rules of the SEC and, in the opinion of the Company,include all adjustments (consisting of normal recurring adjustments) necessaryfor a fair statement of financial position, results of operations and cashflows in accordance with accounting principles generally accepted in the UnitedStates (“GAAP”).

 

Going Concern

 

There is substantialdoubt about the Company’s ability to continue as a going concern given theCompany’s liquidity is subject to, among other things, its ability to negotiateextensions of credit facilities and the inability to refinance the creditfacilities would have a material adverse effect on the Company’s liquidity andfinancial condition.  In addition,uncertainty also exists due to the refinancing issues currently experienced bythe Company’s ultimate parent investors, Centro Property Group and CentroRetail Group.  If the outcomes of thesenegotiations are not favorable to Centro Properties Group and Centro RetailGroup, it is uncertain as to the impact that this will have on the Company.

 

It is noted that CentroProperties Group and Centro Retail Group both recently filed reviewed financialstatements for the six months ended December 31, 2007 with localAustralian regulatory authorities whereby the auditor identified materialuncertainty regarding their continuation as going concerns.

 

The Company’s managementteam continues to work closely with its counterparts of the Company’s ultimateparent investors (Centro Properties Limited (“CPL”) and CPT Manager Limited (“CPT”))and the lenders of the Company, Super LLC, CPL and CPT.  The Company and its ultimate parent investorsare focused 

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

on the extension of thedebt of the Company’s ultimate parents to at least September 30, 2008, asthis is required under the extension agreements of the Amended July 2007Revolving Facility (as defined in Note 12) and the Super Bridge Loan (as definedin Note 12).

 

In conjunction with itsultimate parent investors, the Company is assessing a number of options toaddress the current liquidity issues.  Covenantscontained in certain of the Company’s debt agreements currently prevent theCompany from incurring any additional debt, and any new sources of long termfinancing would be required to be approved by the lenders under the extensionagreements.

 

In terms of potentialequity investments, the Company’s ultimate parent investors are considering suchoptions which may result in equity contributions into the Company to assistwith the Company’s liquidity position.

 

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

 

Earnings per Share ofCommon Stock

 

As of December 31,2007, the Company did not have any outstanding shares of common stock, and allissued and potentially issuable shares of the Predecessor’s common stock hadbeen cancelled.  For periods prior to April 5,2007, the Predecessor presented both basic and diluted earnings per share inaccordance with SFAS No. 128, *Earnings per Share*(“SFASNo. 128”).  Earnings per commonshare (“basic EPS”) is computed by dividing net income available to commonstockholders by the weighted average number of shares of common stockoutstanding for the period.  Earnings pershare of common stock assuming dilution (“diluted EPS”) is computed by givingeffect to all dilutive potential shares of common stock that were outstandingduring the period.  Dilutive potentialshares of common stock consist of the incremental shares of common stockissuable upon (a) the conversion of (i) limited partnership units ofExcel Realty Partners, L.P. (“ERP”), a Delaware limited partnership, (ii) convertiblesenior notes, (iii) restricted stock grants and (iv) contingentcompensation awards and (b) the exercise of in-the-money stock options.

 

Cash Equivalents

 

Cash equivalentsconsist of short-term, highly liquid debt instruments with maturities of threemonths or less at acquisition.  At times,cash balances at a limited number of banks may exceed insurable amounts.  The Company believes it mitigates this riskby investing in or through major financial institutions.

 

Restricted Cash

 

Restricted cashconsists primarily of cash held in escrow accounts for deferred maintenance,capital improvements, environmental expenditures, taxes, insurance, operatingexpenses and debt service as required by certain loan agreements.  Substantially all restricted cash is investedin money market mutual funds and carried at market value.

 

Accounts Receivable

 

Accounts receivable is stated net of allowance fordoubtful accounts of $20.5 million and $19.4 million as of December 31,2007 and 2006, respectively.  The Companymakes, and the Predecessor made, estimates of the uncollectability of itsaccounts receivable related to base rents, expense reimbursements and otherrevenues.  The Company analyzes accountsreceivable and historical bad debt levels, customer credit-worthiness andcurrent economic trends when evaluating the adequacy of the allowance fordoubtful accounts.  In addition, tenantsin bankruptcy are analyzed and estimates are made in connection with theexpected recovery of pre-petition and post-petition claims.

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

Real Estate

 

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

 

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

 
| Buildings               |   | 40 years                                                     |
|-------------------------|--------|--------------------------------------------------------------|
| Building  improvements. |   | 5 to 40 years                                                |
| Tenant  improvements    |   | The shorter of  the term of the related lease or useful life |

 

BusinessCombinations

 

In connection with the Company’s acquisition ofproperties, purchase costs are allocated to the tangible and intangible assetsand liabilities acquired based on their estimated fair values.  The value of the tangible assets, consistingof land, buildings and building and tenant improvements, are determined as ifvacant (i.e., at replacement cost). Intangible assets, including the above-market value of leases and thevalue of in-place leases,  are recordedat their relative fair values.  Thebelow-market value of leases is recorded in Other liabilities.

 

Above-market and below-market lease values for ownedproperties are recorded based on the present value (using an interest ratereflecting the risks associated with the leases acquired) of the differencebetween (i) the contractual amounts to be paid pursuant to the leasesnegotiated and in-place at the time of acquisition and (ii) management’sestimate of fair market lease rates for the property or equivalent property,measured over a period equal to the remaining non-cancelable term of thelease.  The capitalized above-market orbelow-market lease value is amortized as a reduction of, or increase to, rentalincome over the remaining non-cancelable term of each lease, plus any renewalperiods with fixed rental terms that are considered to be below-market.

 

The total amount of other intangible assets allocatedto in-place lease values is based on management’s evaluation of the specificcharacteristics of each lease and the Company’s overall relationship with eachtenant.  Factors considered in theallocation of these values include, but are not limited to, the nature of theexisting relationship with the tenant, the tenant’s credit quality, theexpectation of lease renewals, the estimated carrying costs of the propertyduring a hypothetical expected lease-up period, current market conditions andcosts to execute similar leases. Management will also consider information obtained about a property inconnection with its pre-acquisition due diligence.  Estimated carrying costs include real estatetaxes, insurance, other property operating costs and estimates of lost rentalsat market rates during the hypothetical expected lease-up periods, based onmanagement’s assessment of specific market conditions.  Management will estimate costs required toexecute leases including commissions and legal costs to the extent that suchcosts are not already incurred with a new lease that has been negotiated inconnection with the purchase of a property. Independent appraisals and/or management’s estimates will be used todetermine these values.

 

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

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

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

 

Long-Lived Assets

 

On aperiodic basis, management assesses whether there are any indicators that thevalue of its real estate properties may be impaired.  A property’s value is impaired only ifmanagement’s estimate of the aggregate future cash flows (undiscounted andwithout interest charges) to be generated by the property (taking into accountthe anticipated holding period of the asset) is less than the carrying value ofthe property.  Such estimate of cashflows considers factors such as expected future operating income, trends andprospects, as well as the effects of demand, competition and other economicfactors.  To the extent impairment hasoccurred, the loss will be measured as the excess of the carrying amount of theproperty over the fair value of the property, and reflected as an adjustment tothe basis of the property.

 

Inconducting an impairment analysis of the Company’s real estate properties,management applied a probability weighting as to how long the real estateproperties would be held prior to disposal, as contemplated in SFAS No. 144,*Accounting for the Impairment or Disposal ofLong-Lived Assets* (“SFAS No. 144”).  The probability weighting takes intoconsideration the likelihood of disposal of each asset.

 

Whenassets are identified by management as held for sale, the Company discontinuesdepreciating the assets and estimates the sales price, net of selling costs, ofsuch assets.  If, in management’sopinion, the net sales price of the assets that have been identified for saleis less than the net book value of the assets, a valuation allowance isestablished.  For investments accountedfor under the equity method, a loss is recognized if the loss in value of theinvestment is other than temporary.

 

DeferredLeasing and Loan Origination Costs

 

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

 

Internal LeasingCosts

 

The Companycapitalizes and the Predecessor capitalized internal leasing costs inaccordance with SFAS No. 91, *Nonrefundable Fees &Costs Associated with Originating or Acquiring Loans and Initial Direct Costsof Leases. *Please refer tothe following table for additional information regarding the capitalization ofinternal leasing costs (dollars in thousands).

 
| Balance at  December 31, 2004 |   | $      | 12,271 |   |
|------------------------------------|--------|--------|--------|--------|
|                               |   |   |   |
| Costs  capitalized                 |   | 6,260  |   |
| Amortization/writeoffs  (1)        |   | (6,019 | )      |
|                               |   |   |   |
| Balance at  December 31, 2005 |   | 12,512 |   |
|                               |   |   |   |
| Costs  capitalized                 |   | 7,032  |   |
| Amortization/writeoffs             |   | (3,529 | )      |
|                               |   |   |   |
| Balance at  December 31, 2006 |   | $      | 16,015 |   |
|                               |   |   |   |
| Balance at  April 5, 2007 (2) |   | $      | — |   |
| Costs  capitalized                 |   | 3,914  |   |
| Amortization/writeoffs             |   | (888   | )      |
|                               |   |   |   |
| Balance at  December 31, 2007 |   | $      | 3,026  |   |

 

----

(1)          Includes approximately $2.8 million ofinternal leasing commissions written off in connection with the portfoliodisposition discussed in Note 5.

(2)          Balance as of April 5, 2007 is zero dueto fair valuation of real estate assets as at the Merger date.

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

Investments in / Advances to Unconsolidated Ventures

 

The Company has directequity investments in several joint venture projects.  The Company accounts for these investments inunconsolidated ventures using the equity method of accounting, as the Companyexercises significant influence over, but does not control, and is not theprimary beneficiary of, these entities. These investments are initially recorded at cost, as “Investmentsin/advances to unconsolidated ventures”, and subsequently adjusted for equityin earnings and cash contributions and distributions.  Intercompany fees and gains on propertytransactions are eliminated to the extent of the Company’s ownership interest.

 

To the extent thatthe Company contributes assets to a joint venture project, the differencebetween the Company’s cost basis in the assets and the basis reflected at thejoint venture level is amortized over the life of the related asset andincluded in the Company’s share of equity in income of unconsolidated ventures.

 

Intangible Assets

 

The Company’sintangible assets, other than those acquired in business combinations, includeproperty management rights, an asset management fee stream and the Company’sdomain name.  These assets were initiallymeasured based on their fair values and are being amortized on a straight-linebasis over a period of 10 to 40 years. These assets are stated at cost, net of accumulated amortization.

 

The Company undertook animpairment analysis of its intangible assets balance as of December 3l,2007. In such analysis, management’s estimate of the future cash flows(undiscounted and without interest changes) to be generated by the assets(taking into account the anticipated holding period of the asset) was comparedto the carrying value of the intangible asset. Based on the analysis, it wasdetermined that the Company’s property management rights and asset managementfee stream were impaired. Accordingly, an impairment loss of approximately$77.7 million was recorded against the Company’s intangible asset balance. 

 

The impairment charge wasrequired due to the significant reduction in the Company’s and its affiliatesforecast cashflow streams derived from certain property and funds managementservices. Upon announcement of the ultimate parents’ liquidity and refinancingposition on December 17, 2007, there was a severe market reaction whichsignificantly impaired the Company and its ultimate parents’ ability tocontinue to grow their funds management business. 

 

Goodwill and GoodwillImpairment Testing

 

The Company accounts forits goodwill in accordance with SFAS No. 142, *Goodwill andOther Intangible Assets* (“SFAS No. 142”).  SFAS No. 142 modifies the previousaccounting treatment of goodwill, eliminating the amortization of goodwill andrequiring that goodwill be tested on an annual basis for possible impairment.

 

The Company undertook animpairment analysis of the goodwill balance as of December 31, 2007. Inaccordance with SFAS No. 142, the Company is required to undertake an annualimpairment test of goodwill. The Company has elected December 31, as the datefor its annual impairment testing.  Inaccordance with SFAS No. 142, the goodwill balance was attributed to themanagement business reporting unit of the Company.  The recoverable amount of the managementbusiness reporting unit is determined based on fair value.  These calculations use cash flow projectionsbased on past performance and expectations for the future.  The terminal growth rates used (3-5%) doesnot exceed the long-term growth rates for the reporting unit.  The discount rate (9.1%) was used in theimpairment review calculations.  Based onthe detailed impairment testing performed, an impairment loss of $475.2 millionwas recorded against the Company’s goodwill balance.

 

The impairment chargerecorded was required due to the significant reduction in the Company’s and itsaffiliates’ forecast cashflow streams derived from certain property and fundsmanagement services. Upon announcement of the ultimate parents’ liquidity andrefinancing position on December 17, 2007, there was a severe market reactionwhich significantly impaired the Company and its ultimate parents’ ability tocontinue to grow their funds management business.

 

The Company isrequired to make subjective assessment as to the terminal growth rates used andthe discount rates applied as part of its impairment analysis of the goodwillbalance. The analysis is also based upon management’s best estimate of forecastcashflows that are expected to be derived in the future. These assessments havea direct impact on the determination of the impairment charge, and thereforeits net loss. For example, if the Company was to increase the discount rate ordecrease the terminal growth rate used, this would reduce the net present valueof its estimated future cashflows and therefore increase the goodwillimpairment charge.

 

The assumptionsused in calculating the goodwill impairment charge of the Company areconsistent with those assumptions applied by the Company’s ultimate parentinvestors, CPL and CPT, when assessing the impairment of their investment inthe Company.

 

Derivative / FinancialInstruments

 

The Company accounts forderivative and hedging activities in accordance with SFAS No. 133, *Accounting for Derivative Instruments and Hedging Activities*(“SFASNo. 133”) and SFAS No. 138, *Accounting for CertainDerivative Instruments and Certain Hedging Activities*.  These accounting standards require theCompany to measure derivatives, including certain derivatives embedded in othercontracts, at fair 

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

value and to recognizethem in the Consolidated Balance Sheets as assets or liabilities, depending onthe Company’s rights or obligations under the applicable derivativecontract.  For periods subsequent to April 5,2007, the Company does not qualify for hedge accounting under SFAS No. 133.  Accordingly, for all derivative instrumentsthe changes in fair value of the derivative instrument is recorded inearnings.  Prior to April 5, 2007,the Predecessor elected to use hedge accounting under SFAS No. 133.  Under that pronouncement, changes in the fairvalue of derivatives designated as fair value hedges were recorded inearnings.  For derivatives designated ascash flow hedges, the effective portions of changes in fair value of thederivative were reported in other comprehensive income (“OCI”) and subsequentlyreclassified into earnings when the hedged item affected earnings.  Changes in fair value of derivativeinstruments were not designated as hedging instruments, and ineffectiveportions of hedges, were recognized in earnings in the current period.

 

Asset Retirement Obligations

 

The Companyaccounts for its conditional asset retirement obligations in accordance withFASB Interpretation No. 47, *Accounting for ConditionalAsset Retirement Obligations* (“FIN 47”).  A conditional asset retirement obligationrefers to a legal obligation (pursuant to existing law or contract) to performan asset retirement activity in which the timing and/or method of settlementare conditioned upon the occurrence of a future event that may or may not bewithin the control of the Company.  TheCompany’s conditional asset retirement obligations arise primarily from legalrequirements to decontaminate buildings at the time the buildings are sold orotherwise disposed of.  In accordancewith FIN 47, the Company has reasonably estimated the fair value of itsconditional asset retirement obligations and has recognized a liability forconditional asset retirement obligations of approximately $2.2 million as of December 31,2007.  As of December 31, 2006, thePredecessor had recognized a liability for conditional asset retirementobligations of approximately $1.0 million.

 

Self-Insured Health Plan

 

The Company has, and the Predecessor had, aself-insured health plan for all of its employees.  In order to limit its exposure, the Companyhas, and the Predecessor had, purchased stop-loss insurance, which willreimburse the Company for individual claims in excess of $0.1 million annually,or aggregate claims in excess of $1.0 million annually.  Self-insurance losses are accrued based onthe Company’s estimates of the aggregate liability for uninsured claimsincurred using certain actuarial assumptions adhered to in the insuranceindustry.  The liability for self-insuredlosses is included in accrued expenses and was approximately $0.9 million and$0.8 million at December 31, 2007 and 2006, respectively.

 

General LiabilityInsurance

 

The Company hasone wholly-owned captive insurance company, ERT CIC, LLC (“ERT CIC”), whichunderwrites the first layer of general liability insurance programs for theCompany’s wholly-owned, majority-owned and joint venture properties (excludingproperties owned by CA New Plan Acquisition Fund, LLC, CA New Plan DirectInvestment Fund, LLC and CA New Plan Venture Fund, LLC, which are covered undera separate policy).  The Company carriesgeneral liability insurance on its properties in amounts that it believes (i) adequatelyinsures all of its properties and (ii) are in line with coverage obtainedby owners of similar properties.  TheCompany has purchased stop loss insurance, which will reimburse the Company forindividual claims in excess of $0.3 million annually, or aggregate claims inexcess of $3.7 million annually.  If theCompany experiences a loss and ERT CIC is required to pay under its insurancepolicy, the Company would ultimately record a loss to the extent of suchrequired payment.  Because the Companyowns ERT CIC, the Company is responsible for ERT CIC’s liquidity and capitalresources, and the accounts of ERT CIC are part of the Company’s and thePredecessor’s consolidated financial statements.

 

Revenue Recognition

 

Rental revenue isrecognized on the straight-line basis, which averages minimum rents over theterms of the leases.  The cumulativedifference between lease revenue recognized under this method and contractual 

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

lease payment terms is recorded as “deferred rentreceivable” on the accompanying Consolidated Balance Sheets.  Certain leases provide for percentage rentsbased upon the level of sales achieved by the lessee.  These percentage rents are recorded once therequired sales levels are achieved.  Theleases also typically provide for tenant reimbursement of common areamaintenance and other operating expenses. Rental revenue also includes lease termination fees.  The Company recognized approximately $4.3million of lease termination fees for the period from April 5, 2007through December 31, 2007.  ThePredecessor recognized approximately $2.1 million of lease termination fees forthe period from January 1, 2007 through April 4, 2007.  Additionally, the Predecessor recognizedapproximately $6.8 million and $5.4 million of lease termination fees for theyears ended December 31, 2006 and 2005, respectively.

 

Income fromDiscontinued Operations

 

Income from discontinuedoperations is computed in accordance with SFAS No. 144.  SFAS No. 144 requires, among otherthings, that the primary assets and liabilities and the results of operationsof the Company’s real property that has been sold, or otherwise qualifies as “heldfor sale” (as defined by SFAS No. 144), be classified as discontinuedoperations and segregated in the accompanying Consolidated Statements ofOperations and Comprehensive Income/(Loss) and Consolidated BalanceSheets.  Properties classified as realestate held for sale generally represent properties that are under contract forsale and are expected to close within the next twelve months.

 

Income Taxes

 

The Predecessor electedto be treated as a REIT under Sections 856 through 860 of the Internal RevenueCode of 1986, as amended.  In order tomaintain its qualification as a REIT, the Predecessor was required to, amongother things, distribute at least 90% of its REIT taxable income to itsstockholders and meet certain tests regarding the nature of its income andassets.  As a REIT, the Predecessor wasnot subject to federal income tax with respect to the portion of its incomethat met certain criteria and was distributed annually to the stockholders.  Subsequent to the Merger and the Liquidation,the Company is organized as a limited liability company and is not subject tofederal income tax. Accordingly, no provision for federal income taxes isincluded in the accompanying consolidated financial statements.

 

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

 

The Predecessor electedto treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”).  In general, the TRSs of the Predecessorperformed additional services for tenants of the Predecessor and generallyengaged in any real estate or non-real estate related business (except for theoperation or management of health care facilities or lodging facilities or theprovision to any person, under a franchise, license or otherwise, of rights toany brand name under which any lodging facility or health care facility isoperated).  The TRS was subject tocorporate federal income tax.  As aresult of the Merger, and the fact that the Company is no longer operating as aREIT, the Predecessor’s TRSs are now operating as corporations.  In addition, the corporations had other nettax assets, most significantly relating to an asset impairment recognized infiscal 2003, for financial accounting purposes that will not be recognized fortax purposes until the property is sold. The Company has ascribed a full valuation allowance to these netdeferred tax assets.

 

In June 2006, theFASB issued Interpretation No. 48, *Accounting for Uncertaintyin Income Taxes – an Interpretation of FASB Statement No. 109* (“FIN48”).  FIN 48 (i) clarifies theaccounting for uncertainty in income taxes recognized in companies’ financialstatements in accordance with FASB Statement No. 109, *Accountingfor Income Taxes*, (ii) prescribes a recognition threshold andmeasurement attribute for the financial statement recognition and measurementof a tax position taken or expected to be taken in a tax return and (iii) providesguidance on derecognition of recognized tax benefits, classification, interestand penalties, accounting in interim periods, disclosure and transition.  FIN 48 became effective for fiscal yearsbeginning after December 

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

15, 2006.  TheCompany has evaluated the impact of the adoption of FIN 48 on its consolidatedfinancial statements and has concluded that as of December 31, 2007 it didnot have any material uncertain tax positions.

 

SegmentInformation

 

The principal business ofthe Company is the ownership and development of community and neighborhoodshopping centers.  The Company does notdistinguish or group its operations on a geographical basis for purposes ofmeasuring performance. Accordingly, the Company believes it has a singlereportable segment for disclosure purposes in accordance with GAAP.  Further, all of the Company’s operations andassets are within the United States and no tenant comprises more than 10% ofrevenue.

 

Use of Estimates

 

The preparation of financial statements in conformitywith GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during theperiod.  Actual results could differ fromthose estimates.  The most significantassumptions and estimates relate to impairments of real estate, recovery ofmortgage notes and trade accounts receivable and depreciable lives.

 

Reclassifications

 

Inaccordance with the provisions of SFAS No. 144, certain prior periodamounts have been reclassified to conform with the current period presentation.

 

Recently IssuedAccounting Standards

 

In February 2007,the FASB issued SFAS No. 159, *The Fair Value Option forFinancial Assets and Financial Liabilities* (“SFAS No. 159”).  SFAS No. 159 allows entities to reportselected financial assets and liabilities at fair value.  Prior to the issuance of this new guidance,related assts and liabilities had been measured differently, resulting inartificial earnings volatility and the undue complexity of applying otheraccounting guidance. SFAS No. 159 aims to alleviate those types ofreporting issues in addition to enhancing comparisons between entities andexpanding disclosures of interest to financial statement users.  SFAS No. 159 also serves to advanceconvergence of FASB guidance with that of the International AccountingStandards Board, which has previously adopted a fair value option.  SFAS No. 159 is effective as of thebeginning of an entity’s first fiscal year beginning after November 15,2007, but early adoption is permitted. The Company is currently assessing the impact of SFAS No. 159 onits financial position and results of operations however, the adoption of SFAS No. 159is not expected to have a material impact on the consolidated financialstatements of the Company.

 

In September 2006,the FASB issued Statement No. 157, *Fair Value Measurements*(“SFAS No. 157”).  SFAS No. 157defines fair value, establishes a framework for measuring fair value inaccordance with GAAP and expands disclosure requirements regarding fair valuemeasurements.  SFAS No. 157 requirescompanies to disclose the fair value of its financial instruments according toa fair value hierarchy (i.e. levels 1, 2, and 3, as defined within SFAS No. 157).Additionally, companies are required to provide enhanced disclosure regardinginstruments in the level 3 category (which require significant managementjudgment), including a reconciliation of the beginning and ending balancesseparately for each major category of assets and liabilities. SFAS No. 157is effective for financial statements issued for fiscal years beginning after November 15,2007, and all interim periods within those fiscal years.  The Company is currently evaluating theimpact of adopting SFAS No. 157.

 

In December 2007, the FASB issued SFAS No. 141 (revised), “BusinessCombinations” (“SFAS No. 141(R)). SFAS No. 141 (R) changesthe accounting for business combinations including the measurement of acquirershares issued in consideration for a business combination, the recognition ofcontingent consideration, the accounting for pre-acquisition gain and losscontingencies, the recognition of capitalized in-process research anddevelopment, the accounting for acquisition-related restructuring costaccruals, the treatment of acquisition 

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

related transaction costs and the recognition ofchanges in the acquirer’s income tax valuation allowance. SFAS No. 141(R) appliesprospectively to business combinations for which the acquisition date is on orafter the beginning of the first annual reporting period beginning on or after December15, 2008, except for certain tax adjustments for prior business combinations.Accordingly, the Company will adopt this statement on January 1, 2009. TheCompany is currently evaluating the impact of adopting SFAS No. 141(R).

 

In December 2007,the FASB issued SFAS No. 160, “Non-controlling Interests in ConsolidatedFinancial Statements, an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No.160 changes the accounting for non-controlling (minority) interests inconsolidated financial statements including the requirements to classifynon-controlling interests as a component of consolidated stockholders’ equity,and the elimination of “minority interest” accounting in results of operationswith earnings attributable to non-controlling interests reported as part ofconsolidated earnings. Additionally, SFAS No. 160 revises the accounting forboth increases and decreases in a parent’s controlling ownership interest. SFASNo. 160 is effective for fiscal years beginning after December 15, 2008,with early adoption prohibited. The Company is currently evaluating the impactof adopting SFAS No. 160.

 

Ithas been determined that any recently issued accounting standards orpronouncements not mentioned in the note have been excluded as they either arenot relevant to the Company, or they are not expected to have a material effecton the consolidated financial statements of the Company.

 

**5.             ProForma Financials**

 

The followingtable summarizes, on an unaudited pro forma basis, the results of operationsfor the year ended December 31, 2007, 2006 and 2005 as though the Mergerand Liquidation had occurred at the beginning of each period presented (dollarsin thousands):

 
| ** **                                                                               | ** ** | **As Restated  2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
|------------------------------------------------------------------------------------------|------------|-----------------------|------------|----------|------------|----------|------------|
| Pro forma rental  revenues                                                               |       | $                     | 557,447    |     | $          | 507,319  |       | $ | 523,420 |   |
| Pro forma operating  expenses                                                            |       | (154,388              | )          | (140,804 | )          | (151,254 | )          |
| Impairment of  real estate                                                               |       | (27,775               | )          | —   |       | (859     | )          |
| Impairment of goodwill  and other intangibles                                            |       | (552,851              | )          | —   |       | —   |       |
| (Loss) income  before real estate sales, minority interest and other income and expenses |       | (177,567              | )          | 366,515  |       | 371,307  |       |
| Pro forma other  income (expenses), net                                                  |       | (342,967              | )          | (258,202 | )          | (263,754 | )          |
| Pro forma  minority interest                                                             |       | (4,552                | )          | (745     | )          | (5,070   | )          |
| Pro forma (loss)  income from continuing operations                                      |       | (525,086              | )     | 107,568  |       | 102,483  |       |
| Pro forma income  from discontinued operations                                           |       | 931                   |       | 6,239    |       | 11,794   |       |
| Gain on sale of  real estate                                                             |       | —                |       | —   |       | 190,361  |       |
| Pro forma net (loss)  income                                                             |       | $                     | (524,155   | )   | $          | 113,807  |       | $ | 304,638 |   |

 

**6.****            ****Acquisitionsand Dispositions**

 

Acquisitions

 

During the periodfrom April 5, 2007 through December 31, 2007, the Companyacquired  a parcel of land immediatelyadjacent to a property owned by the Company, the remaining 75% interest in ashopping center in which the Company owned the other 25% and one land parcel.  The Company also acquired the remaining 90%interests in the properties owned by three of the joint ventures in which theCompany owned the other 10% of each of the properties owned by the jointventures (CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund, LLC and CANew Plan Direct Investment Fund, LLC). Combined, these joint ventures owned a total of eighteen properties.  Duringthe period from January 1, 2007 to April 4, 2007, the Predecessoracquired one shopping center and one land parcel. Please refer to the followingtable for additional details (dollars in millions).

 

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**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 
| ** **                                                                                                                                       | ** ** | ** **      | ** ** | ** **               | ** ** | ** **                  | ** ** | ** **                               | ** ** | ** **                | ** ** | **Purchase  Price Components**         | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|--------------------------|------------|-----------------------------|------------|------------------------------------------|------------|---------------------------|------------|----------------------------------------|------------|
| **Property Name**                                                                                                                           | ** ** | **Location**    | ** ** | **Property   Type** | ** ** | **Acquisition   Date** | ** ** | **Gross  Leasable   Area (1)** | ** ** | **Purchase   Price** | ** ** | **DownREIT  Partnership   Units** | ** ** | **Assumed  Debt** | ** ** | **Cash** | ** ** |
| **Predecessor:**                                                                                                                                 |       |            |       |                     |       |                        |       |                                     |       |                      |       |                                   |       |   |   |   |   |
| Land at the  Rising Sun Towne Centre                                                                                                             |       | Rising Sun, MD  |       | Land                     |       | 01/05/07                    |       | 2.8 Acres                                |       | $                         | 2.0        |                                   | $          | — |   | $ | — |   | $ | 2.0 |   |
| Stewart Plaza                                                                                                                                    |       | Garden City, NY |       | Shopping Center          |       | 01/24/07                    |       | 193,622                                  |       | 32.7                      |       | 6.3                                    |       | — |   | 26.4 |   |
| **Predecessor  Total**                                                                                                                           |       |            |       |                     |       |                        |       |                                     |       | $                         | 34.7       |                                   | $          | 6.3 |   | $ | — |   | $ | 28.4 |   |
|                                                                                                                                             |       |            |       |                     |       |                        |       |                                     |       |                      |       |                                   |       |   |   |   |   |
| **Company:**                                                                                                                                     |       |            |       |                     |       |                        |       |                                     |       |                      |       |                                   |       |   |   |   |   |
| Land at Wynnewood  Village                                                                                                                       |       | Dallas, TX      |       | Land                     |       | 06/06/07                    |       | 1.8 Acres                                |       | $                         | 0.4        |                                   | $          | — |   | $ | — |   | $ | 0.4 |   |
| The Centre at  Preston Ridge (2)                                                                                                                 |       | Frisco, TX      |       | Shopping Center          |       | 08/03/07                    |       | 730,025                                  |       | 147.5                     |       | —                                 |       | — |   | 147.5 |   |
| Land at Victory  Square                                                                                                                          |       | Savannah, GA    |       | Land                     |       | 08/09/07                    |       | 0.9 Acres                                |       | 0.6                       |       | —                                 |       | — |   | 0.6 |   |
| Various  properties previously owned by CA New Plan Venture Fund LLC, CA New Plan  Acquisition Fund, CA New Plan Direct Investment Fund, LLC (3) |       | Various         |       | Shopping Center          |       | 11/6/07                     |       | 3,177,531                                |       | 249.5                     |       | —                                 |       | 190.0 |   | 59.5 |   |
|                                                                                                                                             |       |            |       |                     |       |                        |       |                                     |       |                      |       |                                   |       |   |   |   |   |
| **Company  Total**                                                                                                                               |       |            |       |                     |       |                        |       |                                     |       | $                         | 398.0      |                                   | $          | — |   | $ | 190.0 |   | $ | 208.0 |   |

 

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(1)   Amounts in square feet, unless otherwisenoted.

(2)   Property acquired from BPR ShoppingCenter, L.P., a joint venture in which the Company had a 25% interest. Thepurchase price represents the amount paid for the remaining 75% interest in thejoint venture. The Company now owns 100% of the partnership interest in BPRShopping Center, L.P.

(3)   The Company acquired the remaining 90%interests in the properties owned by these joint ventures in which the Companyowned the other 10% of each of the properties owned by the joint ventures.  Combined, these joint ventures owned a totalof eighteen properties.  The Company nowowns 100% of the partnership interests in these joint ventures.

 

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

 
| ** **                               | ** ** | ** **          | ** ** | ** **               | ** ** | ** **                        | ** ** | ** **                                     | ** ** | ** **                | ** ** | **Purchase Price Components** | ** ** |
|------------------------------------------|------------|---------------------|------------|--------------------------|------------|-----------------------------------|------------|------------------------------------------------|------------|---------------------------|------------|-----------------------------------------|------------|
| **Property Name**                   | ** ** | **Location**        | ** ** | **Property   Type** | ** ** | **Acquisition    Date** | ** ** | **Gross   Leasable   Area (1)** | ** ** | **Purchase   Price** | ** ** | **ERP   Units**                    | ** ** | **Assumed   Debt** | ** ** | **Cash** | ** ** |
| Building at  Tarpon Mall                 |       | Tarpon Springs, FL  |       | Shopping Center          |       | 01/27/06                          |       | 6,580                                          |       | $                         | 2.3        |                                    | $          | — |   | $ | — |   | $ | 2.3 |   |
| Building at Hazel  Path                  |       | Hendersonville, TN  |       | Shopping Center          |       | 02/21/06                          |       | 94,977                                         |       | 4.8                       |       | —                                  |       | — |   | 4.8 |   |
| Shoppes at  Hickory Hollow               |       | Antioch, TN         |       | Shopping Center          |       | 09/21/06                          |       | 144,469                                        |       | 15.5                      |       | —                                  |       | 10.8 |   | 4.7 |   |
| The Quentin  Collection                  |       | Kildeer, IL         |       | Shopping Center          |       | 09/22/06                          |       | 171,179                                        |       | 38.2                      |       | —                                  |       | — |   | 38.2 |   |
| the Shoppes at Cinnaminson               |       | Cinnaminson, NJ     |       | Land                     |       | 09/29/06                          |       | 40 acres                                       |       | 10.7                      |       | —                                  |       | — |   | 10.7 |   |
| Land at Brentwood  Plaza                 |       | Cincinnati, OH      |       | Land                     |       | 10/19/06                          |       | 1.2 acres                                      |       | 0.7                       |       | —                                  |       | — |   | 0.7 |   |
| Ventura Downs  (2) (3)              |       | Kissimmee, FL       |       | Shopping Center          |       | 11/01/06                          |       | 98,191                                         |       | 42.7                      |       | —                                  |       | — |   | 27.1 |   |
| Odessa-Winwood  Town Center (2) (4) |       | Odessa, TX          |       | Shopping Center          |       | 11/01/06                          |       | 343,603                                        |       | —                    |       | —                                  |       | 15.6 |   | — |   |
| A&P Fresh  Market                    |       | Clark, NJ           |       | Leasehold Interest       |       | 11/10/06                          |       | —                                         |       | —                    |       | —                                  |       | — |   | — |   |
| Land at Culpepper  Plaza                 |       | College Station, TX |       | Land                     |       | 11/16/06                          |       | 0.6 acres                                      |       | 0.2                       |       | —                                  |       | — |   | 0.2 |   |
| Fox Run Mall                             |       | Glastonbury, CT     |       | Shopping Center          |       | 12/01/06                          |       | 97,086                                         |       | 17.5                      |       | 4.8                                     |       | — |   | 12.7 |   |
| Land at Rising  Sun Towne Center         |       | Rising Sun, MD      |       | Land                     |       | 12/05/06                          |       | 5.3 acres                                      |       | 0.7                       |       | —                                  |       | — |   | 0.7 |   |
| Land at Victory  Square                  |       | Savannah, GA        |       | Land                     |       | 12/12/06                          |       | 9.8 acres                                      |       | 0.6                       |       | —                                  |       | — |   | 0.6 |   |
| Memphis Commons                          |       | Memphis, TN         |       | Shopping Center          |       | 12/21/06                          |       | 336,638                                        |       | 42.0                      |       | —                                  |       | 17.2 |   | 24.8 |   |
| Land at Wabash  Crossing (5)             |       | Wabash, IN          |       | Land                     |       | 12/22/06                          |       | 26.5 acres                                     |       | 2.6                       |       | —                                  |       | — |   | 2.6 |   |
| ** **                               |       | **Total**           |       |                     |       |                              |       |                                           |       | $                         | 178.5      |                                    | $          | 4.8 |   | $ | 43.6 |   | $ | 130.1 |   |

 

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(1)   Amounts in square feet, unless otherwisenoted.  Gross leasable area is unaudited.

(2)   Property acquired as a component of amulti-property transaction.  Purchaseprice and cash listed for Ventura Downs represent the combined amounts for theacquisition of Ventura Downs and Odessa-Winwood Town Center.

(3)   Property acquired from CA New PlanVenture Fund, LLC, a joint venture in which the Company has a 10% interest.

(4)   Property acquired from CA New PlanVenture Direct Investment Fund, LLC, a joint venture in which the Company has a10% interest.

(5)   Approximately 23.1 acres of the land wassimultaneously sold to Wal-Mart Stores for approximately $2.3 million.

 

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Table ofContents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

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

 

During the yearended December 31, 2005, the Predecessor acquired 12 shopping centers,including two vacant buildings and the remaining 90% interests in two shoppingcenters in which the Predecessor owned the other 10% interest, and six landparcels.  Please refer to the followingtable for additional details (dollars in millions).

 
| ** **                                       | ** ** | ** **      | ** ** | ** **         | ** ** | ** **                        | ** ** | ** **                                     | ** ** | ** **                      | ** ** | **Purchase Price Components** | ** ** |
|--------------------------------------------------|------------|-----------------|------------|--------------------|------------|-----------------------------------|------------|------------------------------------------------|------------|---------------------------------|------------|-----------------------------------------|------------|
| **Property Name**                           | ** ** | **Location**    | ** ** | **Property  Type** | ** ** | **Acquisition    Date** | ** ** | **Gross   Leasable   Area (1)** | ** ** | **Purchase    Price** | ** ** | **ERP   Units**                    | ** ** | **Assumed   Debt** | ** ** | **Cash** | ** ** |
| Building at  Midway Crossing                     |       | Elyria, OH      |       | Shopping Center    |       | 01/13/05                          |       | 20,338                                         | (2)        | $                               | 1.1        |                                    | $          | — |   | $ | — |   | $ | 1.1 |   |
| Brunswick Town  Center                           |       | Brunswick, OH   |       | Shopping Center    |       | 01/21/05                          |       | 122,989                                        |       | 16.4                            |       | —                                  |       | — |   | 16.4 |   |
| Hillcrest Shopping  Center                       |       | Spartanburg, SC |       | Shopping Center    |       | 02/16/05                          |       | 343,914                                        |       | 35.5                            |       | 14.5                                    |       | 16.8 |   | 4.2 |   |
| West Ridge  Shopping Center                      |       | Westland, MI    |       | Shopping Center    |       | 03/17/05                          |       | 163,131                                        |       | 16.6                            |       | —                                  |       | 11.0 |   | 5.6 |   |
| Marketplace at  Wycliffe (3) (4) (5)   |       | Lake Worth, FL  |       | Shopping Center    |       | 06/01/05                          |       | 133,520                                        |       | 35.7                            |       | —                                  |       | — |   | 35.7 |   |
| Mableton Walk  (3) (4)                      |       | Mableton, GA    |       | Shopping Center    |       | 06/01/05                          |       | 105,742                                        |       | —                          |       | —                                  |       | — |   | — |   |
| Market Plaza                                     |       | Plano, TX       |       | Shopping Center    |       | 07/13/05                          |       | 161,453                                        |       | 39.6                            |       | —                                  |       | — |   | 39.6 |   |
| Surrey Square  Mall                              |       | Norwood, OH     |       | Shopping Center    |       | 08/26/05                          |       | 190,323                                        |       | 10.5                            |       | —                                  |       | — |   | 10.5 |   |
| Five land parcels  adjacent to Home Depot Stores |       | FL, LA, OH      |       | Land               |       | 09/07/05                          |       | 40 acres                                       |       | 9.3                             |       | —                                  |       | — |   | 9.3 |   |
| Fashion Place  Shopping Center                   |       | Columbia, SC    |       | Shopping Center    |       | 09/14/05                          |       | 149,493                                        |       | 6.8                             |       | —                                  |       | — |   | 6.8 |   |
| Brandt Pike Place                                |       | Dayton, OH      |       | Land               |       | 09/30/05                          |       | 11 acres                                       |       | 1.6                             |       | —                                  |       | — |   | 1.6 |   |
| Building at  Victory Square                      |       | Savannah, GA    |       | Shopping Center    |       | 10/03/05                          |       | 13,000                                         |       | 0.8                             |       | —                                  |       | — |   | 0.8 |   |
| Western Hills  Plaza                             |       | Cincinnati, OH  |       | Shopping Center    |       | 11/03/05                          |       | 430,399                                        |       | 45.6                            |       | —                                  |       | — |   | 45.6 |   |
| Southland  Shopping Center                       |       | Toledo, OH      |       | Shopping Center    |       | 12/21/05                          |       | 291,221                                        |       | 14.8                            |       | —                                  |       | — |   | 14.8 |   |
| ** **                                       |       | **Total**       |       |               |       |                              |       |                                           |       | $                               | 234.3      |                                    | $          | 14.5 |   | $ | 27.8 |   | $ | 192.0 |   |

 

----

(1)   Amounts in square feet, unless otherwisenoted.  Gross leasable area is unaudited.

(2)   Also includes 2.5 acres of land.

(3)   Property acquired as a component of amulti-property transaction.  Purchaseprice and cash listed for Marketplace at Wycliffe represent the combinedamounts for the acquisition of Marketplace at Wycliffe and Mableton Walk.

(4)   Property acquired from CA New PlanVenture Fund, LLC, a joint venture in which the Company has a 10% interest.

(5)   On August 10, 2005, this property wassold as part of the Galileo Transactions (as defined below).

 

Dispositions

 

*PortfolioDisposition*

 

On August 10,2005, the Predecessor sold an aggregate of 69 community and neighborhoodshopping centers (the “Galileo Properties”) to Galileo America LLC forapproximately $968.0 million of total consideration, comprised of approximately$928.2 million in cash and approximately $39.8 million of equity in GalileoAmerica LLC (the “Property Transfer”).

 

The followingrelated transactions occurred simultaneously with the closing of the PropertyTransfer, resulting in the Predecessor owning an approximate 5% equity interestin Galileo America LLC, which included (i) the redemption by GalileoAmerica LLC of an existing interest in Galileo America LLC held by an affiliateof CBL & Associates Properties, Inc. (“CBL”) for two propertiespreviously owned by Galileo America LLC, (ii) the purchase by thePredecessor of an asset management fee stream from Galileo America LLC for$18.5 

 

F-25

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Table of Contents

 

**CENTRO NP LLC AND SUBSIDIARIES(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

million and (iii) the acquisition by thePredecessor of the property management rights of CBL with respect to GalileoAmerica LLC for $22.0 million (plus an agreement to purchase additionalproperty management rights in 2008 for $7.0 million) (such transactions arereferred to collectively with the Property Transfer as the “GalileoTransactions”).

 

As a result of thePredecessor’s retained 5% ownership interest in Galileo America LLC, as well asthe Predecessor’s purchase of the property and asset management rights as partof the Galileo Transactions, the results of operations of the GalileoProperties up to August 10, 2005 were not classified as income fromdiscontinued operations and are included in income from continuing operations.

 

*Other Dispositions*

 

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

 

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

 

During 2005, in additionto the Galileo Transactions, the Predecessor sold 12 properties, four landparcels, 90% of its ownership interest in The Pines and 90% of its ownershipinterest in Northshore West for aggregate gross proceeds of approximately$105.6 million.  In connection with thesale of these properties, and in accordance with SFAS No. 144 (Note 3),the Predecessor recorded the results of operations and the related gain/loss onsale as income from discontinued operations (Note 7).  The results of operations from The Pines andNorthshore West are not considered to be income from discontinued operationsdue to the Predecessor’s continued involvement in its operations as a result ofthe Predecessor’s 10% joint venture interest.

 

**7.****            ****Real Estate Held for Sale**

 

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

 

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

 

As of December 31,2005, five retail properties and three land parcels were classified as “Realestate held for sale.”  These propertiesare located in five states and have an aggregate gross leasable area ofapproximately 0.5 million square feet. Such properties had an aggregate book value of approximately $19.2million, net of accumulated depreciation of approximately $3.6 million as of December 31,2005.  In accordance with SFAS No. 144(Note 3), the Company has recorded the results of operations and the relatedimpairment of any operating properties, excluding land parcels, classified asheld for sale as income from discontinued operations (Note 7).

 

F-26

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Table ofContents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

**8**.             **Income from Discontinued Operations**

 

The following is asummary of income from discontinued operations for the years ended December 31,2007, 2006 and 2005 (dollars in thousands):

 
| ** **                                                                 | ** ** | **Company**                                                        | ** ** | **Predecessor**                                                  | ** ** |
|----------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| ** **                                                                 | ** ** | **Period from   April 5, through   December 31,   2007** | ** ** | **Period from   January 1,   through April 4,   2007** | ** ** | **Year Ended   December 31,   2006** | ** ** | **Year Ended   December   31, 2005** | ** ** |
| Total revenue                                                              |       | $                                                                  | 984        |                                                             | $          | 165 |   | $ | 14,733 |   | $ | 27,174 |   |
|                                                                       |       |                                                               |       |                                                             |       |   |   |   |   |
| Operating costs                                                            |       | (127                                                               | )          | (75                                                              | )          | (2,794 | ) | (6,326 | ) |
| Real estate  taxes                                                         |       | (74                                                                | )          | (47                                                              | )          | (1,758 | ) | (3,089 | ) |
| Depreciation and  amortization                                             |       | (258                                                               | )          | (56                                                              | )          | (3,006 | ) | (5,306 | ) |
| Provision for  doubtful accounts                                           |       | (251                                                               | )          | 670                                                              |       | (936 | ) | (651 | ) |
| Interest  expenses                                                         |       | —                                                             |       | —                                                           |       | — |   | (5 | ) |
| General and  administrative                                                |       | —                                                             |       | —                                                           |       |   |   | (3 | ) |
| Total operating  costs                                                     |       | (710                                                               | )          | 492                                                              |       | (8,494 | ) | (15,380 | ) |
|                                                                       |       |                                                               |       |                                                             |       |   |   |   |   |
| Income from  discontinued operations before impairment and gain on sale    |       | 274                                                                |       | 657                                                              |       | 6,239 |   | 11,794 |   |
|                                                                       |       |                                                               |       |                                                             |       |   |   |   |   |
| Gain on sale of  other discontinued Operations (1)                         |       | —                                                             |       | 2,464                                                            |       | 14,648 |   | 17,788 |   |
|                                                                       |       |                                                               |       |                                                             |       |   |   |   |   |
| Impairment of  real estate held for sale and other discontinued operations |       | —                                                             |       | —                                                           |       | (907 | ) | — |   |
|                                                                       |       |                                                               |       |                                                             |       |   |   |   |   |
| Income from  discontinued operations                                       |       | $                                                                  | 274        |                                                             | $          | 3,121 |   | $ | 19,980 |   | $ | 29,582 |   |

 

----

(1)  Forthe year ended December 31, 2005, balance includes approximately $4.1million attributable to the gain on sale of the Predecessor’s ownershipinterest in BPR West, L.P., a joint venture in which the Predecessor previouslyheld a 50% interest.  Balance alsoincludes approximately $3.4 million attributable to the consolidated gain onsale of Rodney Village, a property formerly owned by Benbrooke Ventures, ajoint venture in which the Predecessor previously held a 50% interest.

 

**9.****            ****Marketable Securities**

 

The Company hasclassified all investments in equity securities as available-for-sale.  All investments are recorded at currentmarket value with an offsetting adjustment to stockholders’ equity (dollars inthousands):

 
| ** **               | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|--------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **               | ** ** | **(Company)**              | ** ** | **(Predecessor)**          | ** ** |
| Cost basis               |       | $                          | 5,175      |                       | $          | 3,552 |   |
| Unrealized holding gains |       | 1,599                      |       | 2,295                      |       |
| Fair value               |       | $                          | 6,774      |                       | $          | 5,847 |   |

 

The weightedaverage method is used to determine realized gain or loss on securitiessold.  The fair value of marketablesecurities is based upon quoted market prices as of December 31, 2007 and2006.

 

F-27

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Tableof Contents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

**10.****         ****Mortgages and Notes Receivable**

 

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

 
| ** **                                                     | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|----------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                                                     | ** ** | **(Company)**              | ** ** | **(Predecessor)**          | ** ** |
| Leasehold mortgages, interest at 10% to 12%, due  2008 to 2010 |       | $                          | 531        |                       | $          | 667 |   |
| Promissory notes, interest free, due 2008 (1)                  |       | 2,866                      |       | —                     |       |
| Promissory notes, interest at 5% to 8%, due 2007               |       | —                     |       | 3,745                      |       |
| Total                                                          |       | $                          | 3,397      |                       | $          | 4,412 |   |

 

----

(1)Represents balance due from the Company’s affiliates. Subsequent to December 31,2007, approximately $1.4 million has been repaid.

 

At December 31, 2007and 2006, approximately $1.9 million and $1.3 million, respectively, of theother receivables on the accompanying consolidated balance sheet representedinterest and dividends receivable.

 

F-28

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Table of Contents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTESTO CONSOLIDATED FINANCIAL STATEMENTS**

 

**11.          Investments in/Advances toUnconsolidated Ventures**

 

The following tablesummarizes the Company’s and the Predecessor’s respective investments in unconsolidatedjoint ventures as of December 31, 2007 and 2006 (dollars inthousands).   The Company and thePredecessor account for these investments using the equity method.

 
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | **Investments in/Advances to** | ** ** |
|---------------------------------------------------------------|------------|---------------------------------------------------------|------------|------------|------------|---------------------------------------------------------------|------------|---------------|------------|--------------------------------|------------|
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | **Unconsolidated Ventures**    | ** ** |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | **Percent**   | ** ** | **December 31,**          | ** ** |
| ** **                                                    | ** ** | **City**                                                | ** ** | **State**  | ** ** | **JV Partner**                                                | ** ** | **Ownership** | ** ** | **2007**                       | ** ** | **2006** | ** ** |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | **(Company)**                  | ** ** | **(Predecessor)** | ** ** |
| Arapahoe  Crossings, L.P. (1)                                 |       | Aurora                                                  |       | CO         |       | Foreign Investor                                              |       | 30            | %          | $                              | 14,410     |   | $ | 6,477 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| BPR Land  Partnership, L.P. (2)                               |       | Frisco                                                  |       | TX         |       | George Allen/Milton Schaffer                                  |       | 50            | %          | 3,812                          |       | 1,039 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| BPR Shopping  Center, L.P. (3)                                |       | Frisco                                                  |       | TX         |       | Foreign Investor/George  Allen/Milton Schaffer                |       | —        |       | —                         |       | 2,808 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| BPR South, L.P.  (2)                                          |       | Frisco                                                  |       | TX         |       | George Allen/Milton Schaffer                                  |       | 50            | %          | 1,401                          |       | 871 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| CA New Plan  Acquisition Fund, LLC (4) (11)              |       | Various                                                 |       | Various    |       | Major U.S. Pension Fund                                       |       | —        |       | —                         |       | 2,408 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| CA New Plan  Venture Direct Investment Fund, LLC (11)         |       | Various                                                 |       | Various    |       | Major U.S. Pension Fund                                       |       | —        |       | —                         |       | 744 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| CA New Plan  Venture Fund, LLC (5) (11)                  |       | Various                                                 |       | Various    |       | Major U.S. Pension Fund                                       |       | —        |       | —                         |       | 3,258 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| Centro NP  Residual Holding LLC                               |       | Various                                                 |       | Various    |       | Super LLC                                                     |       | 49            | %          | 340,290                        |       | — |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| Centro GA  America LLC                                        |       | Various                                                 |       | Various    |       | Centro Shopping America Trust                                 |       | 5             | %          | 49,892                         |       | 34,843 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| NP/I&G  Institutional Retail Company, LLC (6)             |       | Various                                                 |       | Various    |       | JPMorgan Investment Management Inc.                           |       | 20            | %          | 37,106                         |       | 29,174 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| NP/I&G  Institutional Retail Company II, LLC (7) (8) |       | Various                                                 |       | Various    |       | JPMorgan Investment Management Inc.                           |       | 20            | %          | 14,995                         |       | 1,808 |   |
| ** **                                                    | ** ** | ** **                                              | ** ** | ** ** | ** ** | ** **                                                    | ** ** | ** **    | ** ** | ** **                     | ** ** | ** ** | ** ** |
| NPK  Redevelopment I, LLC (9)                                 |       | Various                                                 |       | Various    |       | Kmart Corporation (Sears Holding Corp.)                       |       | 20            | %          | 9,507                          |       | 3,557 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| NP/SSP Baybrook,  LLC (7)                                     |       | Webster                                                 |       | TX         |       | JPMorgan Investment Management Inc.                           |       | 20            | %          | 2,734                          |       | 2,892 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
| Westgate Mall,  LLC (10)                                      |       | Fairview Park                                           |       | OH         |       | Transwestern Investment Company/ The Richard E.  Jacobs Group |       | 10            | %          | 1,458                          |       | 1,522 |   |
|                                                          |       |                                                    |       |       |       |                                                          |       |          |       |                           |       |   |   |
|                                                          | ** ** | **Investments in/Advances to Unconsolidated  Ventures** | $          | 475,605    |       | $                                                             | 91,401     |          |
|                                                               |            |                                                         |            |            |            |                                                               |            |               |            |                                |            |  |  |  |  |  |

 

----

In connection with the Merger, the Company’sinvestments in unconsolidated ventures were recorded at fair value.

 
| (1)  | The Company receives  increased participation after a 10% return.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | The Company receives  a 10% return on its investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (3)  | On  August 3, 2007, the Company acquired the 75% partnership interest in BPR  Shopping Center, L.P. that it did not previously own for an aggregate  purchase price of approximately $75.7 million.  In connection with the  transaction, the mortgage on the property was defeased for a total cost to  the Company of $71.8 million. As of December 31, 2007, the  Company owned 100% of the partnership interest in BPR Shopping Center,  L.P.  The purchase price was funded by an equity contribution from Super  LLC. |
| (4)  | Prior to  November 6, 2007, the Company received increasing participation after a  10% IRR.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (5)  | Prior to  November 6, 2007, the Company received increasing participation after a  12% IRR.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (6)  | The Company receives  increased participation after a 12% IRR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (7)  | The Company receives  increased participation after a 10% IRR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (8)  | The joint venture did  not own any properties as of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (9)  | The Company receives  increasing participation after a 10% return.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (10) | The Company receives  increasing participation after a 13% IRR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (11) | On November 6,  2007, the Company acquired the 90% partnership interest in these three  ventures that it did not previously own for an aggregate purchase price of  approximately $249.5 million.  As of December 31, 2007, the  Company owned 100% of the partnership interest in these three  ventures.  The purchase price was funded by an equity contribution from  Super LLC.                                                                                                                                         |

 

F-29

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Table ofContents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

Combined summaryfinancial information for the Company’s and the Predecessor’s, as applicable,investments in/advances to unconsolidated ventures was as follows (dollars inthousands, except footnotes):

 
| ** **                                                | ** **   | **December 31, 2007** | ** **   | **December 31, 2006** | ** **   |
|-----------------------------------------------------------|--------------|----------------------------|--------------|----------------------------|--------------|
| ** **                                                | ** **   | **(Company)**              | ** **   | **(Predecessor)**          | ** **   |
| **Condensed Combined Balance Sheets**                     | * *     | * *                   | * *     | * *                   | * *     |
| ** **                                                | * *     | * *                   | * *     | * *                   | * *     |
| ***Assets:***                                             | * *     | * *                   | * *     | * *                   | * *     |
| Real estate assets                                        |         | $                          | 3,953,015    |                       | $            | 3,030,086 |   |
| Accumulated depreciation                                  |         | (233,524                   | )            | (156,235                   | )            |
| Net real estate                                           |         | 3,719,491                  |         | 2,873,851                  |         |
| Trade receivable, net of allowance for doubtful  accounts |         | 36,894                     |         | 27,536                     |         |
| Other assets, net of accumulated amortization             |         | 763,739                    |         | 206,717                    |         |
| **Total  Assets**                                         |         | $                          | 4,520,124    |                       | $            | 3,108,104 |   |
|                                                      |         |                       |         |                       |         |
| ***Liabilities:***                                        | *** *** | *** ***               | *** *** | *** ***               | *** *** |
| Mortgages payable, net of unamortized premium             |         | $                          | 1,818,303    |                       | $            | 1,930,025 |   |
| Term loan                                                 |         | 724,000                    |         | —                     |         |
| Amounts payable to New Plan                               |         | 1,788                      |         | 6,314                      |         |
| Other liabilities                                         |         | 215,069                    |         | 129,672                    |         |
| **Total  liabilities**                                    |         | 2,759,160                  |         | 2,066,011                  |         |
| Total partners’ capital                              |         | 1,760,964                  |         | 1,042,093                  |         |
| **Total  liabilities and partners’ capital**         |         | $                          | 4,520,124    |                       | $            | 3,108,104 |   |
|                                                      |         |                       |         |                       |         |
| Investments in / advances to unconsolidated ventures      |         | $                          | 475,605      |                       | $            | 91,401 |   |

 
| ** **                                             | ** ** | **Company**                                                    | ** ** | **Predecessor**                                                | ** ** |
|--------------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------------------------------------------|------------|
| ** **                                             | ** ** | **Period from April 5,  through December 31,  2007** | ** ** | **Period from   January 1, through   April 4, 2007** | ** ** | **Year Ended  December 31, 2006** | ** ** | **Year Ended  December 31, 2005** | ** ** |
| **Condensed  Combined Statements of Income**           | ** ** | ** **                                                     | ** ** | ** **                                                     | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                                   |       |                                                           |       |                                                           |       |   |   |   |   |
| Rental revenues                                        |       | $                                                              | 278,814    |                                                           | $          | 96,184 |   | $ | 328,346 |   | $ | 218,688 |   |
| Operating  expenses                                    |       | (87,901                                                        | )          | (27,785                                                        | )          | (95,313 | ) | (63,163 | ) |
| Interest expense                                       |       | (97,088                                                        | )          | (28,821                                                        | )          | (100,838 | ) | (60,318 | ) |
| Depreciation and  amortization                         |       | (85,057                                                        | )          | (28,588                                                        | )          | (104,197 | ) | (39,574 | ) |
| Other income  (expense), net                           |       | 3,036                                                          |       | 125                                                            |       | 418 |   | (23,706 | ) |
| Gain on sale of  real estate, net                      |       | 9,053                                                          |       | —                                                         |       | 18,800 |   | 17,005 |   |
| Income from  discontinued operations                   |       | (516                                                           | )          | 1,221                                                          |       | 189 |   | — |   |
| Net income                                             |       | $                                                              | 20,341     |                                                           | $          | 12,336 |   | $ | 47,405 |   | $ | 48,932 |   |
|                                                   |       |                                                           |       |                                                           |       |   |   |   |   |
| Company’s/Predecessor’s  share of net income |       | $                                                              | 2,576      |                                                           | $          | 974 |   | $ | 5,143 |   | $ | 4,046 |   |

 

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Table ofContents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

Thefollowing is a brief summary of the unconsolidated joint venture obligations ofthe Company as of December 31, 2007:

 

·      *Arapahoe Crossings, L.P.* The Company, together with a U.S. partnership comprised substantially offoreign investors, has an interest in a joint venture which owns ArapahoeCrossings, a community shopping center located in Aurora, Colorado.  Under the terms of this joint venture, theCompany has a 30% interest and has agreed to contribute its pro rata share ofany capital that might be required by the joint venture; however, the Companydoes not expect that any significant capital contributions will be required.  The joint venture had loans outstanding ofapproximately $47.0 million as of December 31, 2007.

 

·      *BPR Land Partnership, L.P.* The Company has a 50% interest ina joint venture that owns approximately 10.3 acres of undeveloped land inFrisco, Texas.  Under the terms of thisjoint venture, the Company has agreed to contribute its pro rata share of any capitalthat might be required by the joint venture; however, the Company does notexpect that any significant capital contributions will be required.  The joint venture had no loans outstanding asof December 31, 2007.

 

·      *BPR South, L.P. *TheCompany has a 50% interest in a joint venture that owns approximately 6.6 acresof undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed tocontribute its pro rata share of any capital that might be required by thejoint venture; however, the Company does not expect that any significantcapital contributions will be required. The joint venture had no loans outstanding as of December 31, 2007.

 

·      *Centro NP Residual Holding LLC.*  In August 2007, the Company formed ajoint venture with Super LLC, the Company’s sole and managing member (“SuperLLC”).  In connection with the formationof the joint venture, the Company contributed 49% of its interest in certainsubsidiaries, owning 18 real properties with an approximate value of $396.0million, to this joint venture. The Company distributed the remaining 51% ofits interest in the transferred entities to its parent, Super LLC, and SuperLLC contributed such interest in the transferred entities to this jointventure.  Following these transactions,the Company owned 49% of the non-managing interest in this joint venture, andSuper LLC owned 51% of the managing member interest in this joint venture. In November 2007,the Company contributed 49% of its interest in certain additional subsidiaries,owning 25 real properties with an approximate value of $605.0 million, to thisjoint venture.  The Company distributedthe remaining 51% of its interest in the additional transferred entities toSuper LLC, and Super LLC contributed such interest in the additionaltransferred entities to this joint venture. Also in November 2007, Super LLC contributed its interest incertain subsidiaries, owning 39 real properties with an approximate value of$385.0 million, to this joint venture. Immediately following such contribution,Super LLC contributed a percentage of membership interests in the joint venturesuch that the Company continued to own 49% of the non-managing interest in thisjoint venture, and Super LLC continued to own 51% of the managing memberinterest in this joint venture. The joint venture owned 79 stabilized retailproperties and three properties under redevelopment as of December 31,2007.  Under the terms of the jointventure, the Company is not obligated to contribute any additional capital tothe joint venture.  The joint venture hadloans outstanding of approximately $0.7 billion as of December 31, 2007.

 

·      *Centro GA America LLC*. The Company has a 5% interest in this joint venture.  Under the terms of this joint venture, theCompany is not obligated to contribute any additional capital to the jointventure; however, in the event that additional capital is contributed by theother joint venture partner, the Company has the option to contribute theamount necessary to maintain its 5% ownership interest.  The Company anticipates making additionalcapital contributions from time to time to maintain its 5% ownership interest.  As of December 31, 2007, this jointventure was 

 

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** **

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

comprised of 126stabilized retail properties, four retail properties under redevelopment andone new development property, and had loans outstanding of approximately $1.3billion.

 

·      *NP / I&G Institutional Retail Company, LLC*.  The Company has a strategic joint venturewith JPMorgan Investment Management, Inc. to acquire high-qualityinstitutional grade community and neighborhood shopping centers on a nationwidebasis.  The joint venture owned 11stabilized retail properties and one retail property under redevelopment as of December 31,2007.  Under the terms of this jointventure, the Company has a 20% interest in the venture and is responsible forcontributing its pro rata share of any capital that might be required by thejoint venture.  The Predecessor initiallycommitted to contribute up to a maximum amount of $30.0 million to the jointventure, however, in connection with the acquisition of certain assets during2005, the Predecessor together with the DownREIT Partnership, contributed adisproportionate share of capital to the venture, such that the Predecessor’stotal capital investment as of December 31, 2005 was $41.4 million.  The excess contribution was returned to thePredecessor in February 2006. During the year ended December 31, 2006, in connection with theacquisition of certain other assets, the Predecessor increased its committedcapital to the venture to $31.9 million, of which approximately $28.2 millionhad been contributed as of December 31, 2007.  The Company does not expect that anysignificant additional capital contributions will be required, nor does itexpect that any additional acquisitions of property will be made by the jointventure.  The joint venture had loansoutstanding of approximately $280.8 million as of December 31, 2007.

 

·      *NP / I&G Institutional Retail Company II, LLC*.  In February 2006, the Predecessor formeda second strategic joint venture with JP Morgan Investment Management, Inc.to acquire high-quality institutional grade community and neighborhood shoppingcenters on a nationwide basis.  Under theterms of this joint venture, the Company has a 20% interest in the venture andhas committed to contribute its pro rata share of any capital required by theventure for asset acquisitions.  As of December 31,2007, the Company had contributed approximately $14.7 million for suchpurpose.  Additionally, the Company hasagreed to contribute its pro rata share of any additional capital that might berequired by the joint venture; however, the Company does not expect that any significantadditional capital contributions with respect to existing properties will berequired.  As of December 31, 2007,the joint venture owned three stabilized retail properties.  The joint venture had loans outstanding ofapproximately $46.9 million as of December 31, 2007.

 

·      *NPK Redevelopment I, LLC*. The Company has a joint venture with Kmart Corporation (Sears HoldingCorp.) pursuant to which the joint venture will redevelop three KmartSupercenter properties formerly owned by Kmart. Under the terms of this joint venture, the Company has agreed tocontribute $6.0 million which had been fully contributed as of December 31,2007.  After the Company’s contributionof the total committed amount, the Company had a 20% interest in the ventureand is responsible for contributing its pro rata share of any additionalcapital that might be required by the joint venture; however, the Company doesnot expect that any significant capital contributions will be required.  The joint venture had no loans outstanding asof December 31, 2007.

 

·      *NP/SSP Baybrook, LLC*. The Company has a third strategic joint venture with JP MorganInvestment Management Inc., which venture was formed for the specific purposeof acquiring Baybrook Gateway, a shopping center located in Webster, Texas.  Under the terms of this joint venture,the  Company has a 20% interest in theventure and is responsible for contributing its pro rata share of any capitalthat might be required by the joint venture; however, the Company does notexpect that any significant additional capital contributions will berequired.  The joint venture had loansoutstanding of approximately $41.0 million as of December 31, 2007.

 

·      *Westgate Mall, LLC*. The Company, together with Transwestern Investment Company and TheRichard E. Jacobs Group, has an interest in a joint venture that was formed forthe specific 

 

F-32

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Table of Contents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

purpose of acquiringand redeveloping Westgate Mall, an enclosed mall located on 55 acres of land inFairview Park, Ohio.  The joint ventureis currently redeveloping the mall into a large community shopping center.  Under the terms of this joint venture, theCompany has a 10% interest in the venture and has agreed to contribute its prorata share of any capital that might be required by the joint venture; however,the Company does not expect that any significant additional capitalcontributions will be required.  The jointventure had loans outstanding of approximately $55.2 million as of December 31,2007.

 

**12.****                              ****Intangible Assets**

 

Intangible assetsare comprised of the following (dollars in thousands):

 
| ** **                                                              | ** ** | **As Restated  December 31,   2007** | ** ** | **December 31,   2006** | ** ** | **Amortization   Period** | ** ** |
|-------------------------------------------------------------------------|------------|-------------------------------------------|------------|------------------------------|------------|---------------------------|------------|
| ** **                                                              | ** ** | **(Company)**                             | ** ** | **(Predecessor)**            | ** ** | ** **                | ** ** |
| In-place lease value, legal fees and leasing  commissions, net (Note 3) |       | $                                         | 547,052    |                         | $          | 44,860                    |       | Life of lease |   |
| Above market leases acquired, net (Note 3)                              |       | 11,731                                    |       | 4,877                        |       | Life of lease             |       |
| Other intangibles, net (1)                                              |       | 615                                       |       | —                       |       | 20 years                  |       |
| Value of asset management fee stream, net (Note 3)                      |       | 41,578                                    |       | 17,845                       |       | 40 years                  |       |
| Value of property management rights, net (Note 3)                       |       | 105,733                                   |       | 20,674                       |       | 20 years                  |       |
| Total                                                                   |       | $                                         | 706,709    |                         | $          | 88,256                    |       |   |   |

 

----

(1)  Other intangibles consist of amounts paid to acquire theCompany’s domain name.

 

Aggregateamortization expense on these assets was as follows and included the write-offsdetailed below (dollars in thousands):

 
| ** **           | ** ** | **Company**                                                        | ** ** | **Predecessor**                                                 | ** ** |
|----------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **           | ** ** | **Period from   April 5, through   December 31,   2007** | ** ** | **Period from   January 1   through April 4,   2007** | ** ** | **Year Ended   December 31,   2006** | ** ** |
| Amortization Expense |       | $                                                                  | 114,455    |                                                            | $          | 3,010 |   | $ | 9,497 |   |
| Write-offs           |       | —                                                             |       | 78                                                              |       | 585 |   |
|                      |            |                                                                    |            |                                                                 |            |  |  |  |  |  |

 

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

 
| **Year** | ** ** | ** ** | ** ** |
|----------|------------|------------|------------|
| 2008     |       | $          | 129,945    |   |
| 2009     |       | 123,851    |       |
| 2010     |       | 112,395    |       |
| 2011     |       | 103,092    |       |
| 2012     |       | 80,509     |       |
|          |            |            |            |  |

 

As of December 31,2007, the Company had also recorded approximately $350.4 million of goodwill inconnection with the Merger.

 

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Table ofContents

 

**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

**13.          Debt Obligations**

 

Asof December 31, 2007 and 2006, the Company and the Predecessor,respectively, had the following debt obligations under various arrangementswith financial institutions (dollars in thousands, except footnotes):

 
| ** **                                     | ** ** | **Maximum**           | ** ** | **Carrying Value as of**         | ** ** | **Stated**                       | ** ** | **Scheduled**       | ** ** |
|------------------------------------------------|------------|-----------------------|------------|----------------------------------|------------|----------------------------------|------------|---------------------|------------|
| ** **                                     | ** ** | **Amount  Available** | ** ** | **December 31,  2007** | ** ** | **December 31,  2006** | ** ** | **Interest  Rates** | ** ** | **Maturity  Date** | ** ** |
| ** **                                     | ** ** | ** **            | ** ** | **(Company)**                    | ** ** | **(Predecessor)**                | ** ** | ** **          | ** ** | ** ** | ** ** |
| CREDIT AGREEMENTS                              |       |                  |       |                             |       |                             |       |                |       |   |   |
| Amended  July 2007 Revolving Facility (1) |       | $                     | 0          |                             | $          | 306,800                          |       | $                   | —     |   | LIBOR+ 175 bp (2) (3) |   | September 2008 |   |
| Amended Revolving Facility (1)                 |       | —                |       | —                           |       | 41,000                           |       | —              |       | — |   |
| Amended Secured Term Loan (1)                  |       | —                |       | —                           |       | 150,000                          |       | —              |       | — |   |
| Secured Term Loans (4)                         |       | 0                     |       | 181,488                          |       | —                           |       | Variable (5)        |       | 2009 - 2010 |   |
| Total Credit  Agreements                       |       | $                     | 0          |                             | $          | 488,288                          |       | $                   | 191,000    |   |   |   |   |   |
|                                           |       |                  |       |                             |       |                             |       |                |       |   |   |
| MORTGAGES PAYABLE                              |       |                  |       |                             |       |                             |       |                |       |   |   |
| Fixed Rate Mortgages                           |       |                  |       | $                                | 429,515    |                             | $          | 428,045             |       | 5. 015% - 9.25 % |   | 2008 – 2021 |   |
| Variable Rate Mortgages                        |       |                  |       | 8,734                            |       | 9,302                            |       | Variable (6)        |       | 2009 – 2011 |   |
| Total Mortgages  (7)                           |       |                  |       | $                                | 438,249    |                             | $          | 437,347             |       |   |   |   |   |
| Net unamortized premium                        |       |                  |       | 13,426                           |       | 11,563                           |       |                |       |   |   |
| Total Mortgages,  net                          |       |                  |       | $                                | 451,675    |                             | $          | 448,910             |       |   |   |   |   |
|                                           |       |                  |       |                             |       |                             |       |                |       |   |   |
| NOTES PAYABLE                                  |       |                  |       |                             |       |                             |       |                |       |   |   |
| 7.35% unsecured notes (8)                      |       |                  |       | $                                | —     |                             | $          | 30,000              |       | 7.350 % |   | — |   |
| 7.40% unsecured notes                          |       |                  |       | 150,000                          |       | 150,000                          |       | 7.400 %             |       | September 2009 |   |
| 3.75% unsecured notes (9)                      |       |                  |       | 217                              |       | 115,000                          |       | 3.750 %             |       | June 2010 |   |
| 4.50% unsecured notes (10)                     |       |                  |       | 150,000                          |       | 150,000                          |       | 4.500 %             |       | February 2011 |   |
| 3.70% unsecured notes (11)                     |       |                  |       | —                           |       | 200,000                          |       | 3.700 %             |       | — |   |
| 5.13% unsecured notes                          |       |                  |       | 125,000                          |       | 125,000                          |       | 5.125 %             |       | September 2012 |   |
| 5.50% unsecured notes                          |       |                  |       | 50,000                           |       | 50,000                           |       | 5.500 %             |       | November 2013 |   |
| 5.30% unsecured notes                          |       |                  |       | 100,000                          |       | 100,000                          |       | 5.300 %             |       | January 2015 |   |
| 5.25% unsecured notes                          |       |                  |       | 125,000                          |       | 125,000                          |       | 5.250 %             |       | September 2015 |   |
| 7.97% unsecured notes                          |       |                  |       | 10,000                           |       | 10,000                           |       | 7.970 %             |       | August 2026 |   |
| 7.65% unsecured notes                          |       |                  |       | 25,000                           |       | 25,000                           |       | 7.650 %             |       | November 2026 |   |
| 7.68% unsecured notes                          |       |                  |       | 10,000                           |       | 10,000                           |       | 7.680 %             |       | November 2026 |   |
| 7.68% unsecured notes                          |       |                  |       | 10,000                           |       | 10,000                           |       | 7.680 %             |       | November 2026 |   |
| 6.90% unsecured notes                          |       |                  |       | 25,000                           |       | 25,000                           |       | 6.900 %             |       | February 2028 |   |
| 6.90% unsecured notes                          |       |                  |       | 25,000                           |       | 25,000                           |       | 6.900 %             |       | February 2028 |   |
| 7.50% unsecured notes                          |       |                  |       | 25,000                           |       | 25,000                           |       | 7.500 %             |       | July 2029 |   |
| Total Notes                                    |       |                  |       | 830,217                          |       | 1,175,000                        |       |                |       |   |   |
| Net unamortized  premium (discount)            |       |                  |       | 30,464                           |       | (5,911                           | )          |                |       |   |   |
| Impact of  pay-floating swap agreements        |       |                  |       | —                           |       | (2,139                           | )          |                |       |   |   |
| Total Notes, net                               |       |                  |       | $                                | 860,681    |                             | $          | 1,166,950           |       |   |   |   |   |
|                                           |       |                  |       |                             |       |                             |       |                |       |   |   |
| CAPITAL LEASES                                 |       |                  |       | $                                | 30,902     |                             | $          | 27,500              |       | 7.500 % |   | June 2031 |   |
|                                           |       |                  |       |                             |       |                             |       |                |       |   |   |
| TOTAL DEBT                                     |       |                  |       | $                                | 1,831,546  |                             | $          | 1,834,360           |       |   |   |   |   |

 

----

|   | (1) | On April 20, 2007, simultaneously with  the completion of the Mergers, the Predecessor’s Amended Revolving Facility  (as defined below) was prepaid in full and terminated.  Simultaneously with the prepayment and  termination of the Amended Revolving Facility, the Company entered into a new  revolving credit facility (the “April 2007 Revolving Facility”) with  Bank of America, N.A. and the other lenders party thereto, which effectively  replaced the Amended Revolving Facility.   Concurrently with the establishment of the April 2007 Revolving  Facility, the Company used a portion of the proceeds from the April 2007  Revolving Facility and caused the Amended Secured Term Loan (as defined  below) to be prepaid in full and terminated.   On July 31, 2007, the Company prepaid in full and terminated the April 2007  Revolving Facility.  Simultaneously  with the prepayment and termination of the April 2007 Revolving  Facility, the Company entered into a new $350.0 million unsecured revolving  credit facility (the “July 2007 Revolving Facility”) with Bank of  America, N.A., as administrative agent.   On December 16, 2007, the Company entered into an amendment to  the July 2007 Revolving Facility(the “First  Amendment to the July 2007 Revolving Facility”), which extended the  maturity date to February 15, 2008, subject to certain conditions. The  Company was as of December 31, 2007 unable to make draws on the Amended July 2007  Revolving Facility.  On February 14,  2008, the Company entered into a letter agreement (the “Revolving Facility  Extension Agreement”) further amending the July 2007 Revolving  Facility.  The Revolving Facility  Extension Agreement extended the maturity date (the “Termination Date”) from February 15,  2008 to the earlier to occur of (i) September 30, 2008, and (ii) the  date on which any trigger event occurs.  On |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 
|   |   | March 28, 2008, the Company entered into another  letter agreement (the “Amendment to Revolving Facility Extension Agreement”)  modifying and waiving various provisions of the July 2007 Revolving  Facility, the First Amendment to the July 2007 Revolving Facility and  the Revolving Facility Extension Agreement (collectively, as amended as of  March 28, 2008, the “Amended July 2007 Revolving Facility”). The  Amendment to Revolving Facility Extension Agreement, among other things,  approved (i) an agreement pursuant to which the Company contributed 49%  of its interest in certain subsidiaries owning 31 real properties with an  approximate fair market value of $780 million to Centro NP Residual Holding  LLC (the “Residual Joint Venture”), and distributed 51% of its interest in  the transferred entities to its parent, Super LLC, which interest Super LLC  contributed to the Residual Joint Venture, and (ii)  the assumption of  all liabilities relating to the Company’s employees by Centro US Management  Joint Venture 2, LP and the distribution of approximately $15 million of  miscellaneous assets used in the day-to-day management of the Company’s  properties to the Management Joint Venture.                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2)    | The Company incurs interest using the 30-day  LIBOR rate which was 4.6% as of December 31, 2007. The interest rate on  this facility adjusts based on the Company’s credit rating.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (3)    | The Company also incurs an annual facility fee  of 22.5 basis points on this facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (4)    | In connection with the acquisition of  ownership interest in CA New Plan Venture Fund LLC, CA New Plan Acquisition  Fund LLC, and CA New Plan Direct Investment Fund, LLC discussed in Note 5,  and contribution of interest to Centro NP Residual Holding LLC discussed in  Note 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (5)    | As determined by the applicable loan  agreement, the Company incurs interest on these obligations using the 30-day  LIBOR rate, which was 4.6% as of December 31, 2007, plus spreads ranging  from 135 to 175 basis points.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (6)    | As determined by the applicable loan  agreement, the Company incurs interest on these obligations using either the  30-day LIBOR rate, which was 4.6% as of December 31, 2007, plus 125  basis points, or the Moody’s A Corporate Bond Index, which was 5.41% as of  December 31, 2007, plus spreads ranging from 12.5 to 37.5 basis points.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (7)    | An aggregate of $171.7 million of mortgages  payable is scheduled to mature during 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (8)    | On June 15, 2007, the Company repaid the  $30.0 million outstanding under its 7.35% unsecured notes payable with  funding from Centro.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (9)    | Represents convertible senior notes. At  certain dates, and upon the occurrence of certain events, the notes are  convertible into cash up to their principal amount and, with respect to the  remainder, if any, of the conversion value in excess of such principal  amount, cash or shares of the Company’s common stock. The initial conversion  price was $25.00 per share. On or after June 9, 2008, the Company may  redeem all or a portion of the notes at a redemption price equal to the  principal amount of the notes plus any accrued interest. In addition, on  June 1, 2010, June 1, 2012, and June 1, 2018, or upon the  occurrence of certain fundamental changes prior to June 1, 2010, note  holders have the right to require the Company to purchase all or any portion  of the notes, at a purchase price equal to the principal amount plus any  accrued and unpaid interest on the notes. Although the stated maturity date  of the notes is June 1, 2023, the scheduled maturity date listed above  represents the first date that note holders have the right, not contingent on  other provisions, to require the Company to redeem all or any portion of the  notes. As discussed further below, these notes became convertible on April 1,  2007, and were convertible through July 2, 2007. As of December 31,  2007, approximately $114.8 million of the $115.0 million aggregate principal  amount of the notes had been converted into cash by holders thereof. |
|   | (10)   | The Company has entered into reverse interest  rate swap agreements that effectively converted the interest rate on $65.0  million of the notes from a fixed rate to a blended floating rate of 30 basis  points over the six-month LIBOR rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (11)   | Represents convertible senior notes issued in a  private offering completed on September 19, 2006 (as further discussed  below). At certain dates, and upon the occurrence of certain events, the  notes were convertible into cash up to their principal amount and, with  respect to the remainder, if any, of the conversion value in excess of such  principal amount, cash or shares of the Company’s common stock. The initial  conversion rate was 30.5506 shares of the Company’s common stock for each  $1,000 principal amount of notes (which is equivalent to an initial conversion  price of $32.73 per share). On or after September 20, 2011, the Company  could have redeemed all or a portion of the notes at a redemption price equal  to the principal amount of the notes plus any accrued interest. In addition,  on September 20, 2011, September 15, 2016, and September 15,  2021, or upon the occurrence of certain change in control transactions prior  to September 20, 2011, note holders could have required the Company to  repurchase all or a portion of the notes at a purchase price equal to the  principal amount plus any accrued and unpaid interest on the notes. As of  December 31, 2007, all $200.0 million of these notes had been converted  into cash by holders thereof.                                                                                                                                                                                |

 

On August 25, 2006,the Predecessor amended and restated its then existing $350.0 million unsecuredrevolving credit facility (as amended, the “Amended Revolving Facility”) andadded an accordion feature to the Amended Revolving Facility that allowed thePredecessor, subject to certain conditions, to increase the amount that can beborrowed under the facility to $500.0 million. The Amended Revolving Facility bore interest at LIBOR plus 55 basispoints (based on the Predecessor’s then existing credit ratings) and incurredan annual facility fee of 15 basis points. The Amended Revolving Facility was scheduled to mature on August 25,2010, with a one-year extension option.

 

On August 25, 2006,the Predecessor also amended and restated its then existing $150.0 millionsecured term loan (as amended, the “Amended Secured Term Loan”).  The Amended Secured Term Loan bore interestat LIBOR plus 55 basis points (based on the Predecessor’s then existing creditratings) and was scheduled to mature on August 25, 2010.

 

On April 20, 2007,simultaneously with the completion of the Mergers, the Amended RevolvingFacility was prepaid in full and terminated. Simultaneously with the prepayment and termination of the AmendedRevolving Facility, Centro NP entered into the April 2007 RevolvingFacility with Bank of America, N.A. and the other lenders party thereto, whicheffectively replaced the Amended Revolving Facility.  Concurrently with the establishment of the April 2007Revolving Facility, Centro NP used a portion of the proceeds from the April 2007Revolving Facility and caused its Amended Secured Term Loan to be repaid infull and terminated.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(AS SUCCESSORTO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

On July 31, 2007,the Company prepaid in full and terminated the April 2007 RevolvingFacility.  Simultaneously with theprepayment and termination of the April 2007 Revolving Facility, theCompany entered into the July 2007 Revolving Facility, with Bank ofAmerica N.A., as administrative agent (the “Administrative Agent”), whicheffectively replaced the April 2007 Revolving Facility.

 

The July 2007Revolving Facility was originally scheduled to mature on December 31,2007, subject to early termination by the Company or the AdministrativeAgent.  The July 2007 RevolvingFacility includes a revolving credit facility, swing line facility, and a letterof credit facility. Prior to its original maturity date the Company sought torefinance the July 2007 Revolving Facility with long-term financing.  As a result of dislocations in the globalcredit markets shortly after entering into the July 2007 Revolving Facility,the Company was unable to obtain long-term financing on satisfactory termsconsistent with its long-term strategy and was required to seek an extension ofthe July 2007 Revolving Facility. On December 16, 2007, the Companyentered into an amendment to the July 2007 Revolving Facility (the “FirstAmendment to the July 2007 Revolving Facility”), which extended thematurity date to February 15, 2008, subject to certain conditions. Inconnection with the amendment, the applicable margin of the interest rate wasincreased to a fixed premium of 1.75% and the Company paid an extension fee of$3.3 million, payable on maturity.

 

On February 14,2008, the Company entered into a letter agreement (the “Revolving FacilityExtension Agreement”) further amending the July 2007 RevolvingFacility.  The Revolving FacilityExtension Agreement extended the maturity date (the “Termination Date”) from February 15,2008 to the earlier to occur of (i) September 30, 2008, and (ii) thedate on which any trigger event occurs. Trigger events include, among other things, defaults, borrowing orprepayments under credit facilities of certain of the Company’s affiliates anda requirement that, prior to April 30, 2008, CPT and CPL must extend thematurity of certain of their indebtedness (as described below) to a date noearlier than September 30, 2008. The applicable margin of the interest rate remained at 1.75%.  The extension fee under the First Amendmentto the July 2007 Revolving Facility, payable on the Termination Date, remainsthe same under the Revolving Facility Extension Agreement.

 

On March 28,2008, the Company entered into another letter agreement (the “Amendment toRevolving Facility Extension Agreement”) modifying and waiving various provisions of the July 2007 Revolving Facility, the First Amendment to the July 2007 RevolvingFacility and the Revolving Facility Extension Agreement (collectively, as amended as of March 28,2008, the “Amended July 2007 Revolving Facility”). The Amendment toRevolving Facility Extension Agreement, among other things, approved (i) an agreement pursuant to which the Companycontributed 49% of its interest in certain subsidiaries owning 31 realproperties with an approximate fair market value of $780 million to Centro NPResidual Holding LLC (the “Residual Joint Venture”), and distributed 51% of itsinterest in the transferred entities to its parent, Super LLC, which interestSuper LLC contributed to the Residual Joint Venture, and (ii) the assumption of allliabilities relating to the Company’s employees by Centro US Management JointVenture 2, LP and the distribution of approximately $15 million ofmiscellaneous assets used in the day-to-day management of the Company’sproperties to the Management Joint Venture.

 

The Amended July 2007Revolving Facility bears interest at a rate per annum equal to, at the Company’soption, (i) a base rate equal to the prime rate plus an applicable marginas specified in the Amended  July 2007Revolving Facility or (ii) the LIBOR rate plus the applicable margin.

 

The Amended July 2007Revolving Facility contains various representations, warranties and covenantscustomary for financings of this type, including, among others, mandatoryprepayment upon the occurrence of certain events.  Under the Amended July 2007 RevolvingFacility, the Company is also subject to compliance with certain financialcoverage ratios and other debt covenants. As of December 31, 2007, these coverage ratios and debt covenantsincluded:  (i) total debt to totaladjusted assets of no more than 65%; (ii) total secured debt to totaladjusted assets of no more than 40%; (iii) unencumbered total asset valuenot to be less than 100% of the aggregate principal amount of all outstandingunsecured debt of the Company and its subsidiaries; and (iv) 

consolidated incomeavailable for debt service of at least 1.5 times the maximum annual servicecharge on total debt.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

The Amended July 2007Revolving Facility contains customary defaults, including, among others: (i) thenonpayment of interest or principal of any loan; (ii) failure to complywith restrictions on use of proceeds; (iii) failure to observe or performcovenants under any loan document; (iv) bankruptcy or insolvency; (v) certainjudgments and decrees; and (vi) change of control.

 

Amounts outstanding underthe Amended July 2007 Revolving Facility are guaranteed pursuant to anAmended and Restated Guaranty Agreement dated July 31, 2007, by and amongcertain subsidiaries of the Company, as guarantors in favor of theAdministrative Agent.  The Amended July 2007Revolving Facility also has the benefit of a contingent Guaranty Agreementdated July 31, 2007, by and among CPT and CPL as guarantors in favor of the Administrative Agent (the “CentroParty Guaranty”), which, subject to certain conditions, guarantees up to thefull amount of the Amended July 2007 Revolving Facility.  In the event that at any time after theCentro Party Guaranty is triggered the amount of the guaranty is less than thefull amount of the obligations under the Amended July 2007 RevolvingFacility at such time, the Company is required to permanently prepay the  Amended July 2007 Revolving Facility bythe amount of such deficiency.

 

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

 
| (i)    | 3.70% Convertible  Senior Notes due 2026;                    |
|--------|--------------------------------------------------------------|
| (ii)   | 3.75% Convertible  Senior Notes due 2023;                    |
| (iii)  | 4.50% Senior Notes due  2011;                                |
| (iv)   | 5.30% Senior Notes due  2015;                                |
| (v)    | 5.250% Senior Notes due  2015;                               |
| (vi)   | 5.125% Senior Notes due  2012;                               |
| (vii)  | 7.40% Senior Notes due  2009;                                |
| (viii) | 5.50% Senior Notes due  2013;                                |
| (ix)   | 7.50% Senior Notes due  2029;                                |
| (x)    | 6.90% Senior Notes due  2028;                                |
| (xi)   | 7.68% Senior Notes due  2026;                                |
| (xii)  | 7.65% Senior Notes due  2026;                                |
| (xiii) | 7.97% Senior Notes due  2026; and                            |
| (xiv)  | 7.35% Senior Notes due  2007 (repaid on June 15, 2007). |

 

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

 

*Cross-defaultingof Debt*

 

The short-term creditfacilities of CPT provided under the Australian Extension Deed, the PrestonRidge Facility of the Residual Joint Venture, and the Super Bridge Loan of SuperLLC provided under the Super Bridge Loan Extension Agreement are cross-defaultedwith the Company’s Revolver Facility provided under the Amended July 2007Revolving Facility.

 

An Event-of-Default underthe Public Note Indentures will trigger an event-of-default of all debtarrangements mentioned directly above.

 

*Prohibitionon Incurring Additional Indebtedness*

 

Due to certain covenants andrestrictions contained in certain of the Company’s debt agreements, the Companyis currently prohibited from incurring additional indebtedness.

 

 

On September 19,2006, the Predecessor completed a private offering of $200.0 million aggregateprincipal amount of 3.70% senior convertible notes due September 15, 2026(the “September 2006 Debt Offering”).  At certain times and upon the occurrence of certain events, the noteswere convertible into cash up to their principal amount and, with respect tothe remainder, if any, of the conversion value in excess of such principalamount, cash or shares of the Predecessor’s common stock.  The initial conversion rate was 30.5506shares per $1,000 principal amount of notes (which is equivalent to an initialconversion price of $32.73 per share). At the time of issuance, the notes were not redeemable by thePredecessor prior to September 20, 2011 (except to preserve thePredecessor’s status as a REIT for U.S, federal income tax purposes), but wereredeemable anytime thereafter, in whole or in part, at a redemption price equalto the principal amount of the notes plus any accrued and unpaid interest(including additional interest), if any. In addition, on September 20,

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

2011, September 15,2016, and September 15, 2021, or upon the occurrence of certain change incontrol transactions prior to September 20, 2011, note holders could haverequired the Predecessor to repurchase all or a portion of the notes at apurchase price equal to the principal amount plus any accrued and unpaidinterest on the notes.  Net proceeds fromthe September 2006 Debt Offering were used to repurchase approximately$50.0 million of the Predecessor’s common stock at a price of $26.83 per shareand for general corporate purposes, including the repayment of outstandingborrowings under the Predecessor’s $350.0 million unsecured revolving creditfacility.

 

Pursuantto the terms of the 3.70% Convertible Senior Notes due 2026, as set forth inthe 2004 Indenture, as supplemented by the First Supplemental Indenture, dated September 19,2006 (the “First Supplemental Indenture”), a Change in Control (as defined inthe First Supplemental Indenture) occurred as of April 5, 2007, and thePredecessor’s common stock was subsequently delisted from the New York StockExchange.  Accordingly, pursuant to the2004 Indenture, as supplemented by the First Supplemental Indenture, the 3.70%Convertible Senior Notes became convertible as of April 5, 2007.  As such, the 3.70% Convertible Senior Noteswere convertible into the following cash amounts per $1,000 principal amount ofnotes, for the time periods set forth below (subject in each case to the termsand conditions of the 2004 Indenture, as supplemented by the First SupplementalIndenture):

 

·    $1,114.65per $1,000 principal amount up to and including June 4, 2007; and

·            $1,012.75 per $1,000 principal amountafter June 4, 2007, convertible at any time until maturity (subject toSections 2.11(d) and (e) of the 2004 Indenture, as Supplemented by theFirst Supplemental Indenture).

 

As of December 31,2007, all of the $200.0 million aggregate principal amount of the 3.70%Convertible Senior Notes had been converted by the holders thereof, for anaggregate conversion price of approximately $222.9 million.

 

Pursuantto the terms of the 3.75% Convertible Senior Notes due 2023, as set forth inthe 1999 Indenture, as supplemented by an Officers’ Certificate, dated May 19,2003 (the “Officers’ Certificate”) and the Supplemental Indenture, dated as of December 17,2004 (the “Supplemental Indenture”), on April 1, 2007, the sale pricecondition triggering the holders’ conversion rights was satisfied as a resultof the last reported sale price of the Company’s common stock for at least 20trading days during the period of 30 consecutive trading days ending on thelast trading day of the previous calendar quarter was greater than or equal to120% of the applicable conversion price on such last trading day.  Accordingly, pursuant to the 1999 Indenture,as supplemented by the Officers’ Certificate and the Supplemental Indenture,the 3.75% Convertible Senior Notes became convertible as of April 1, 2007and were convertible through July 2, 2007. As such, the 3.75% Convertible Senior Notes were convertible into $1,326per $1,000 principal amount of notes, convertible up to and including July 2,2007 (subject in each case to the terms andconditions of the 1999 Indenture, as supplemented by the Officers’ Certificateand the Supplemental Indenture).

 

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

 

Asof December 31,2007, future expected/scheduledmaturities of outstanding long-term debt and capital lease obligations were asfollows (in thousands):

 
| 2008                                   |   | $         | 479,173   |   |
|----------------------------------------|--------|-----------|-----------|--------|
| 2009                                   |   | 326,294   |      |
| 2010                                   |   | 121,278   |      |
| 2011                                   |   | 172,953   |      |
| 2012                                   |   | 150,125   |      |
| Thereafter                             |   | 537,833   |      |
| Total debt maturities                  |   | 1,787,656 |      |
|                                   |   |      |      |
| Net unamortized  premiums on mortgages |   | 13,425    |      |
| Net unamortized  premiums on notes     |   | 30,465    |      |
|                                   |   |      |      |
| Total debt obligations                 |   | $         | 1,831,546 |   |

 

*Collateralization of Super LLC Bridge Loan Debt*

* *

It should be noted that as at December 31, 2007, the SuperBridge Loan (totalling $1.8 billion) of the Company’s parent is secured by its100% membership interest in the Company.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

**14.          Other Liabilities**

 

Otherliabilities are comprised of the following (in thousands):

 
| ** **                                          | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|-----------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                                          | ** ** | **(Company)**              | ** ** | **(Predecessor)**          | ** ** |
|                                                |       |                       |       |                       |       |
| Property and other taxes payable                    |       | $                          | 30,989     |                       | $          | 30,229 |   |
| Interest payable                                    |       | 36,744                     |       | 21,362                     |       |
| Accrued professional and personnel costs            |       | 22,365                     |       | 22,325                     |       |
| Accrued construction costs                          |       | 6,379                      |       | 9,685                      |       |
| Below market leases, net                            |       | 288,173                    |       | 26,250                     |       |
| Swap contracts                                      |       | —                     |       | 4,601                      |       |
| Accounts payable                                    |       | 20,946                     |       | 7,608                      |       |
| Deferred rent expense and rents received in advance |       | 3,557                      |       | 7,115                      |       |
| Amounts due seller of property                      |       | 3,517                      |       | 3,928                      |       |
| Accrued acquisition / disposition costs             |       | 9,601                      |       | 4,277                      |       |
| Accrued insurance                                   |       | 1,907                      |       | 2,315                      |       |
| Deferred gain on sale                               |       | —                     |       | 342                        |       |
| Due to parent (1)                                   |       | 90,800                     |       | —                     |       |
| Other                                               |       | 14,083                     |       | 10,548                     |       |
| Total                                               |       | $                          | 529,061    |                       | $          | 150,585 |   |

 

----

(1)  The due to parent balance is an intercompany balance whichdoes not bear interest.

 

**15.****                              ****Risk Management and Use ofFinancial Instruments**

 

Risk Management

 

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

 

Management of Market Risk

 

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

 

Current and forecastretail market conditions are not overly positive. However, the Company manages 

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

this market risk througha high weighting of non-discretionary spending tenants, such as grocery stores,drug stores, geographic diversification of properties and selection ofproperties in areas with customer catchments with strong economicdemographics.   It is possible that ifthe Company is required to dispose of real estate assets in the near term andin an other than ordinary transaction to assist with the Company’s liquidityposition, those real estate assets could be sold at an accounting loss.

 

Use of DerivativeFinancial Instruments

 

The Company’s andPredecessor’s, as applicable, use of derivative instruments is primarilylimited to the utilization of interest rate agreements or other instruments tomanage interest rate risk exposures and not for speculative purposes.  The principal objective of such arrangementsis to manage the risks and/or costs associated with the Company’s operating andfinancial structure, as well as to hedge specific transactions.  The counterparties to these arrangements aremajor financial institutions with which the Company and its affiliates may alsohave other financial relationships. The Company is potentially exposed tocredit loss in the event of non-performance by these counterparties.  However, because of their high creditratings, the Company does not anticipate that any of the counterparties willfail to meet these obligations as they come due.  The Company does not use derivativeinstruments to hedge credit/market risk.

 

On August 2, 2006,the Predecessor entered into two forward starting interest rate swapagreements, each for $75.0 million in notional amount.  These swaps were assumed by the Company inconnection with the Merger.  One of theswaps was expected to be used to hedge the risk of changes in interest cashoutflows on fixed rate 10-year borrowings/financings that the Companyanticipated issuing between February 1, 2007 and October 31, 2007 byeffectively locking the three-month LIBOR swap rate.  This swap was scheduled to terminate on June 15,2017.  The other swap was expected to beused to hedge the risk of changes in interest cash outflows on fixed rate10-year borrowings/financings that the Company anticipated issuing between February 1,2008 and October 31, 2008 by effectively locking the three-month LIBORswap rate.  This swap was scheduled toterminate on June 4, 2018.  Both ofthese swaps were cash settled on September 14, 2007 for approximately $5.6million.

 

As of December 31,2007, the Company had two reverse arrears swap agreements.  The reverse arrears swap agreementseffectively convert the interest rate on $65.0 million of the Company’s debtfrom a fixed rate to a blended floating rate of 30 basis points over thesix-month LIBOR rate.  The two reversearrears swap agreements terminate on February 1, 2011.

 

The following tablesummarizes the terms and fair values of the Company’s derivative financialinstruments at December 31, 2007 (dollars in thousands).  The notional amounts at December 31,2007 provide an indication of the extent of the Company’s involvement in theseinstruments at that time, but do not represent exposure to credit, interestrate or market risks.

 
| **Hedge Product**    | ** ** | **Hedge Type** | ** ** | **Notional Amount** | ** ** | **Strike** | ** ** | **Maturity** | ** ** | **Fair Value** | ** ** |
|----------------------|------------|----------------|------------|---------------------|------------|------------|------------|--------------|------------|----------------|------------|
| Reverse Arrears Swap |       | Fair Value     |       | $                   | 50,000     |       | 4.380      | %            | 02/01/11   |           | $          | 592 |   |
| Reverse Arrears Swap |       | Fair Value     |       | 15,000              |       | 4.030      | %          | 02/01/11     |       | (68            | )          |
|                 |       |           |       | $                   | 65,000     |       |       |         |       |           | $          | 524 |   |

 

As of December 31,2007, the reverse arrears swaps of approximately $0.5 million were reported inOther Assets.

 

Post Merger, thesereverse arrears Swap did not qualify for hedge accounting treatment under SFAS No. 133.  Gains and losses pertaining to derivativesare included in “Interest expense” on the Company’s Consolidated Statements ofOperations and Comprehensive Income/(loss). This includes mark-to-market adjustments of open contracts as well asperiodic settlements.

 

During the year ended December 31,2007, the Company recorded a non-cash charge of $(1.1) million 

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

to reflect a cumulativeincrease in the fair value of two interest rate swaps which the Companydetermined did not qualify for hedge accounting within the meaning of SFAS No. 133.

 

Concentration of CreditRisk

 

Aconcentration of credit risk arises in the Company’s business when a nationalor regionally-based tenant occupies a substantial amount of space in multipleproperties owned by the Company.  In thatevent, if the tenant suffers a significant downturn in its business, it maybecome unable to make its contractual rent payments to the Company, exposingthe Company to a potential loss in rental revenue that is magnified as a resultof the tenant renting space in multiple locations.  The Company regularly monitors its tenantbase to assess potential concentrations of credit risk.  Management believes the current credit riskportfolio is reasonably well diversified and does not contain any unusualconcentration of credit risk.  No tenantexceeds 10% of the Company’s annual reported rental income.

 

RisksAssociated with Liquidity Position

 

TheCompany presently has $306.8 million of debt under its Amended July 2007Revolving Facility which is scheduled to mature on the earlier of (i) September 30,2008, or (ii) upon the event of certain trigger events under thatfacility.  The Company also has approximately$172.0 million of mortgages payable scheduled to mature during 2008.  An event of default caused by the non-paymentof this debt upon maturity may result in a default under our publicindentures.  Such event of default willresult in a default of the Super Bridge Loan.

 

Inaddition, covenants contained in certain of the Company’s indebtednesssignificantly constrain the Company’s ability to incur additional debt in theshort-term. In connection with the First Amendment to the July 2007 RevolvingFacility, the Company is no longer permitted to make draws under the Amended July2007 Revolving Facility, and is limited to financing any development costs fromdistributions received from the Residual Joint Venture that are funded withborrowings from the Preston Ridge Facility.

 

TheCompany’s ultimate parent investors (CPT and CPL) are also dealing withsignificant liquidity/refinancing issues. Due to the financial constraints of the Company’s ultimate parentinvestors, it is unlikely that they will be able to make additional equitycontributions to alleviate the Company’s short-term liquidity issues.

 

**16.          Minority Interest in ConsolidatedPartnership and Joint Ventures**

 

In 1995, the DownREITPartnership, a consolidated entity, was formed to own certain real estateproperties. A wholly owned subsidiary of the Company is the sole generalpartner of the DownREIT Partnership and was entitled to receive 99% of all netincome and gains before depreciation, if any, after the limited partnersreceive their preferred cash and gain allocations.  Properties have been contributed to the DownREITPartnership in exchange for cash, the assumption of mortgage indebtedness andlimited partnership units (which may be redeemed at stipulated prices forcash).

 

In connection with theDownREIT Merger, each unit of limited partnership interest in the DownREITPartnership (a “DownREIT Unit”) who elected to do so was converted, without anyaction on the part of the holder, into the right to receive one fully-paid Class APreferred Unit, without interest, of the surviving partnership (the “PreferredUnit Consideration”).  In lieu of thePreferred Unit Consideration, holders of DownREIT Units were offered theopportunity to elect to receive cash in an amount equal to the Offer Price perDownREIT Unit, as adjusted (the “Cash Consideration”).  The holders of DownREIT Units that elected toreceive the Cash Consideration ceased to be limited partners of the DownREITPartnership.  In connection with theDownREIT Merger, holders of 752,187 DownREIT Units, as adjusted, elected toreceive the Cash Consideration, and holders of 2,643,870 DownREIT Units, asadjusted, elected, or were deemed to have elected, to receive the PreferredUnit Consideration. As a result, following the consummation of the DownREITMerger, there were 2,643,870 Class A Preferred Units outstanding and notowned by Centro NP or its affiliates. Holders of these Class A Preferred Units have a redemption rightfor their Class A Preferred Units which will be exercisable starting April 20,2008.  Each Class A Preferred Unitis redeemable for $33.15 plus all accrued and 

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

 

unpaiddistributions.  The aggregate redemptionamount payable to all limited partners would be approximately $83.2million.  The DownREIT Partnership mustpay the redemption amount on June 27, 2008 to any redeeming limitedpartners which it receives a notice of redemption from on or prior to June 13,2008.  Limited partners are not entitledto provide notice of redemption prior to April 20, 2008.  Therefore, at the date of this filing, noinformation about the number of limited partners planning to participate in theredemption rights is available.

 

ERP unit information issummarized as follows:

 
| ** **                            | ** ** | **Limited Partner Units** | ** ** |
|---------------------------------------|------------|---------------------------|------------|
| Outstanding at December 31, 2005 |       | 2,774,273                 |       |
| Issued (1)                            |       | 175,885                   |       |
| Redeemed (2)                          |       | (135,106                  | )          |
|                                  |       |                      |       |
| Outstanding at December 31, 2006 |       | 2,815,052                 |       |
| Issued (3)                            |       | 437,323                   |       |
| Redeemed                              |       | (700,278                  | )          |
| Adjustment factor                     |       | 91,773                    |       |
|                                  |       |                      |       |
| Outstanding at April 5, 2007     |       | 2,643,870                 |       |
| Issued (4)                            |       | 240,143                   |       |
| Redeemed                              |       | (353,939                  | )          |
|                                  |       |                      |       |
| Outstanding at December 31, 2007 |       | 2,530,074                 |       |

 

----

(1)  Represents limited partnership units issued in connection withthe Predecessor’s acquisition of Fox Run Mall.

(2)  Represents the redemption of limited partnership units inexchange for shares of the Predecessor’s common stock.

(3)  Limited partnership units were issued in connection with theCompany’s acquisition of (1) Stewart Plaza (231,929 limited partnershipunits) and (2) a partial interest in one property currently held inNP/I&G Institutional Retail Company II, LLC, one of the Company’s jointventures (205,394 limited partnership units).

(4)  Represents limited partnership units issued in connection withthe Company’s acquisition of a partial interest in one property currently heldin NP/I&G Institutional Retail Company II, LLC, one of the Company’s jointventures.

 

F-42

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

**17.****                               Stockholders’Equity**

 

OnApril 20, 2007, the Predecessor, Centro NP, MergerSub, and DownREITAcquisition completed the Mergers.  In connection with the New PlanMerger, (a) each share of Common Stock (other than shares held by New Planor any subsidiary of New Plan or by MergerSub) was converted into the right toreceive the same $33.15 in cash per share as was paid in the Offer, withoutinterest, and (b) each outstanding option to purchase Common Stock underany employee stock option or incentive plan became fully vested and exercisable(whether or not then vested or subject to any performance condition that hasnot been satisfied, and regardless of the exercise price thereof or the termsof any other agreement regarding the vesting, delivery or payment thereof) andwere cancelled in exchange for the right to receive, for each share of CommonStock issuable upon exercise of such option, cash in the amount equal to theexcess, if any, of the Offer Price over the exercise price per share of suchoption.  As a result of the Merger, NewPlan became a wholly owned subsidiary of Centro NP and any stockholder who heldshares of Common Stock prior to the Merger ceased to be a stockholder effectiveas of the Merger.

 

Immediately following the Merger, and in connectionwith the Liquidation, all of New Plan’s assets were transferred to, and all ofits liabilities were assumed by, Centro NP, and all outstanding shares ofcommon stock of the Predecessor were cancelled. As a result of the Merger and Liquidation, New Plan filed aCertification and Notice of Termination of Registration on Form 15pursuant to which it terminated its reporting obligations under the ExchangeAct with respect to its Common Stock and 7.625% Series E CumulativeRedeemable Preferred Stock.

 

Earnings per Share (EPS)

 

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

 
| ** **                                                                          | ** ** | **Predecessor**                                                                  | ** ** |
|-------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|
| ** **                                                                          | ** ** | **Period from  January 1,  2007 – April  4, 2007** | ** ** | **Years Ended  December 31,  2006** | ** ** | **Years Ended  December 31,  2005** | ** ** |
| **Basic EPS**                                                                       |       |                                                                             |       |   |   |   |   |
| **Numerator:**                                                                      |       |                                                                             |       |   |   |   |   |
| (Loss) income from continuing operations  and gain on sale of real estate           |       | $                                                                                | (13,585    | ) | $ | 113,451 |   | $ | 276,184 |   |
| Preferred dividends                                                                 |       | (12,079                                                                          | )          | (21,966 | ) | (21,888 | ) |
| (Loss) income available to common shares  from continuing operations - basic        |       | (25,664                                                                          | )          | 91,485 |   | 254,296 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| Income available to common shares from discontinued  operations - basic             |       | 2,976                                                                            |       | 21,766 |   | 30,140 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| Net (loss) income available to common  shares - basic                               |       | $                                                                                | (22,688    | ) | $ | 113,251 |   | $ | 284,436 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| **Denominator:**                                                                    |       |                                                                             |       |   |   |   |   |
| Weighted average of common shares  outstanding                                      |       | 103,355                                                                          |       | 104,102 |   | 103,393 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| (Loss) earnings per share — continuing  operations                             |       | $                                                                                | (0.25      | ) | $ | 0.88 |   | $ | 2.46 |   |
| Earnings per share — discontinued  operations                                  |       | 0.03                                                                             |       | 0.21 |   | 0.29 |   |
| Basic (loss) earnings per common share                                              |       | $                                                                                | (0.22      | ) | $ | 1.09 |   | $ | 2.75 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| **Diluted EPS**                                                                     |       |                                                                             |       |   |   |   |   |
| **Numerator:**                                                                      |       |                                                                             |       |   |   |   |   |
| (Loss) income from continuing operations  and gain on sale of real estate           |       | $                                                                                | (13,585    | ) | $ | 113,451 |   | $ | 276,184 |   |
| Preferred dividends                                                                 |       | (12,079                                                                          | )          | (21,966 | ) | (21,888 | ) |
| Minority interest in consolidated  partnership                                      |       | 297                                                                              |       | 745 |   | 5,070 |   |
| (Loss) income available to common shares  from continuing operations – diluted |       | (25,367                                                                          | )          | 92,230 |   | 259,366 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| Income available to common shares from  discontinued operations - diluted           |       | 2,976                                                                            |       | 21,766 |   | 30,140 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| Net (loss) income available to common  shares - diluted                             |       | $                                                                                | (22,391    | ) | $ | 113,996 |   | $ | 289,506 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| **Denominator:**                                                                    |       |                                                                             |       |   |   |   |   |
| Weighted average of common shares  outstanding - basic                              |       | 103,355                                                                          |       | 104,102 |   | 103,393 |   |
| Effect of diluted securities:                                                       |       |                                                                             |       |   |   |   |   |
| Excel Realty Partners, L.P. third party  units                                      |       | 3,175                                                                            |       | 2,922 |   | 2,337 |   |
| Options and contingently issuable shares                                            |       | 2,120                                                                            |       | 1,616 |   | 1,003 |   |
| Convertible debt                                                                    |       | 860                                                                              |       | 139 |   | 35 |   |
| Restricted stock                                                                    |       | 48                                                                               |       | 35 |   | 66 |   |
| Weighted average of common shares  outstanding – diluted                       |       | 109,558                                                                          |       | 108,814 |   | 106,834 |   |
|                                                                                |       |                                                                             |       |   |   |   |   |
| (Loss) earnings per share – continuing  operations                             |       | $                                                                                | (0.23      | ) | $ | 0.85 |   | $ | 2.43 |   |
| Earnings per share – discontinued  operations                                  |       | 0.03                                                                             |       | 0.20 |   | 0.28 |   |
| Diluted (loss) earnings per common share                                            |       | $                                                                                | (0.20      | ) | $ | 1.05 |   | $ | 2.71 |   |

 

F-43

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Table of Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE “COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

As of December 31, 2007, the Company didnot have any outstanding shares of common stock, and all issued and potentiallyissuable shares of the Predecessor’s stock had been cancelled. The Company’sMembers’ Capital is wholly-owned by Super LLC as of December 31, 2007.

 

Common Stock

 

As described above, andas a result of the Merger and the Liquidation, there were no common sharesoutstanding as of December 31, 2007.

 

Prior to the Merger, inorder to maintain its qualification as a REIT, not more than 50% in value ofthe outstanding shares of the Predecessor could have been owned, directly orindirectly, by five or fewer individuals at any time during the last half ofany taxable year of the Predecessor, applying certain constructive ownershiprules.  To help ensure that thePredecessor did not fail this test, the Predecessor’s Articles of Incorporationprovided for, among other things, certain restrictions on the transfer ofcommon stock to prevent further concentration of stock ownership.  Moreover, to evidence compliance with theserequirements, the Predecessor maintained records that disclosed the actualownership of its outstanding common stock and demanded written statements each yearfrom the holders of record of designated percentages of its common stockrequesting the disclosure of the beneficial owners of such common stock.

 

Stock Repurchases

 

In October 1999, thePredecessor commenced a program to repurchase up to $75.0 million of thePredecessor’s outstanding common stock from time to time through periodic openmarket transactions or through privately negotiated transactions, which programexpired on December 31, 2005. Through December 31, 2005, approximately 2,150,000 shares wererepurchased and retired at an average purchase price of $15.30 per share.  In February 2006, the Predecessorrenewed the repurchase program to provide for the repurchase of up to $75.0million of the Predecessor’s outstanding common stock from time to time throughperiodic open market transactions or through privately negotiatedtransactions.  Through April 20,2007, the date on which the common stock ceased to be outstanding, no shareswere repurchased under the renewed common stock repurchase program.

 

F-44

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

In September 2006,the Predecessor obtained separate authorization to repurchase up to anadditional $75.0 million of its common stock in connection with the September 2006Debt Offering (see Note 12). Concurrently with the September 2006 Debt Offering, pursuant tosuch separate authorization, 1,863,600 shares were repurchased and retired atan average purchase price of $26.83 per share (approximately $50.0 million inaggregate value).

 

Preferred Stock

 

In connection with the Liquidation, the holders of the 7.8% Series DCumulative Voting Step-Up Premium Rate Preferred Stock (the “Preferred DShares”) and the 7.625% Series E Cumulative Redeemable Preferred Stock(the “Preferred E Shares”) received liquidating distributions in accordancewith the terms of such securities, and the depositary shares representing a1/10 fractional interest of a share of the Preferred D Shares and Preferred EShares, as applicable, were automatically converted into, and cancelled inexchange for the right to receive cash in the amount set forth below:

 

·    Preferred D Shares: $50.21667 per depositary share; and

·    PreferredE Shares:  $25.12179 per depositaryshare.

 

As of December 31,2006, the Predecessor had 8,000,000 Series E depositary sharesoutstanding, each representing a 1/10 fractional interest of a share of thePreferred E Shares.

 

As of December 31, 2006, the Predecessoralso had 1,500,000 Series D depositary shares outstanding, eachrepresenting a 1/10 fractional interest in a share of the Preferred DShares.  Beginning in the third quarterof 2004, in accordance with applicable accounting rules, and as a result of the“step-up” of the dividend to 9.8% of the liquidation preference beginning in2012, the Predecessor recorded quarterly non-cash increases to the currentdividend payable.

 

Stock Based Compensation

 

Immediately prior to the effective time of the Merger, and, as providedin the Merger Agreement, the Predecessor’s Board of Directors caused all of thePredecessor’s outstanding stock options, non-vested performance shares,restricted stock awards and deferred stock awards under any employee stockoption or incentive plan to become fully vested and exercisable or payable, asthe case may be, and, in the case of the restricted stock awards and deferredstock awards, free of forfeiture restrictions. In particular, in connection with the Merger:

 

(a)  each outstanding option to purchase common stock under any employee stockoption or incentive plan became fully vested and exercisable (whether or notthen vested or subject to any performance condition that has not beensatisfied, and regardless of the exercise price thereof or the terms of anyother agreement regarding the vesting, delivery or payment thereof) and wascancelled in exchange for the right to receive, for each share of common stockissuable upon exercise of such option, cash in the amount equal to the excess,if any, of the Offer Price over the exercise price per share of such option;

 

(b)  all restricted share awards and all deferred share awards granted under the2003 Plan automatically became fully vested and free of any forfeiturerestrictions (whether or not then vested or subject to any performancecondition that has not been satisfied, and regardless of the exercise pricethereof or the terms of any other agreement regarding the vesting, delivery orpayment thereof) and were considered outstanding shares of Common Stock for allpurposes under the Merger Agreement, including the right to receive the OfferPrice; and

 

(c)  all out-performance awards under the Out-Performance Plan and any one or moreemployment agreements vested and became payable in accordance with its terms.

 

Accordingly, subsequent to the Merger,the Company does not maintain any stock based compensation plans.

 

F-45

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

Stock Options

 

In December 2004, the FASB issuedStatement No. 123 (Revised 2004), *Share-Based Payment*(“SFAS No. 123(R)”), which is a revision of Statement No. 123, *Accounting for Stock-Based Compensation* (“SFAS No. 123”).  SFAS No. 123(R) supersedesAccounting Principles Board Opinion No. 25, *Accountingfor Stock Issued to Employees*(“Opinion 25”).  Generally, the approach to accounting forstock-based compensation in SFAS No. 123(R) is similar to theapproach described in SFAS No. 123. However, SFAS No. 123(R) requires all stock-based compensationto employees, including grants of employee stock options, to be recognized inthe statement of operations based on their fair values.  Pro-forma disclosure is no longer an alternativeunder SFAS No. 123(R).

 

SFAS No. 123(R) became effectivefor fiscal years beginning after December 31, 2005.  The Predecessor adopted the provisions ofSFAS No. 123(R) using the modified prospective transition methodduring the first quarter of 2006.  Underthe modified prospective transition method, compensation cost is recognizedbeginning with the adoption date (i) based on the requirements of SFAS No. 123(R) forall share-based payments granted after the adoption date and (ii) based onthe requirements of SFAS No. 123 for all awards granted to employees priorto the adoption date of SFAS No. 123(R) that remain unvested on theeffective date.

 

During the year ended December 31, 2006,the Predecessor recorded approximately $2.7 million of stock-basedcompensation, which expense included approximately $0.8 million related tostock options, approximately $0.8 million for restricted stock grants andapproximately $1.1 million for other stock awards (see below for additionalinformation).

 

Prior to the adoption ofSFAS No. 123(R), the Predecessor accounted for its stock-basedcompensation under the provisions of Statement No. 148, *Accounting for Stock-Based Compensation – Transition and Disclosure –an amendment of FAS 123* (“SFAS No. 148”), which was issued in December 2002.  SFAS No. 148 provides alternativetransition methods for a voluntary change to the fair value basis of accountingfor stock-based employee compensation. However, SFAS No. 148 does not permit the use of the original SFAS No. 123prospective method of transition for changes to fair value based methods madein fiscal years beginning after December 15, 2003.  In addition, SFAS No. 148 amended thedisclosure requirements of SFAS No. 123 to require prominent disclosuresin both annual and interim financial statements about the method of accountingfor stock-based employee compensation, a description of the transition methodutilized and the effect of the method used on reported results.  The transition and annual disclosure provisionsof SFAS No. 148 are to be applied for fiscal years ending after December 15,2002.  In January 2003, thePredecessor adopted the prospective method provisions of SFAS No. 148,which apply the recognition provisions of SFAS No. 123 to all employeestock awards granted, modified or settled after January 1, 2003.  The adoption of SFAS No. 148 did nothave a material impact on the consolidated financial statements of thePredecessor.

 

With respect to thePredecessor’s stock options which were granted prior to 2003, the Predecessoraccounted for stock-based compensation using the intrinsic value methodprescribed in Opinion 25 and related interpretations.  Under Opinion 25, compensation cost ismeasured as the excess, if any, of the quoted market price of the Predecessor’sstock at the date of grant over the exercise price of the option granted.  Compensation cost for stock options, if any,is recognized ratably over the vesting period. The Predecessor’s policy was to grant options with an exercise priceequal to the quoted closing market price of the Predecessor’s stock on the 

 

F-46

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

business day preceding the grant date.  Accordingly, no compensation cost has beenrecognized for the years ending December 31, 2004 and 2003 under thePredecessor’s stock option plans for the granting of stock options made priorto December 31, 2002.  Beginning in August 2005,as a result of the amendments to the stock options discussed above, and to theextent the stock options had not vested, all stock-based compensationpreviously accounted for under Opinion 25 was revalued under the fair valuemethods of SFAS No. 123.

 

SFAS No. 148disclosure requirements, including the effect on net income and earnings pershare if the fair value based method had been applied to all outstanding andunvested stock awards in each period, are presented below (dollars inthousands, except per share amounts):

 
| ** **                                                                                                                            | ** ** | **Year Ended  December 31, 2005** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| Net income, as reported                                                                                                               |       | $                                                | 306,324    |   |
| Total stock based employee compensation  expense determined under fair value based method for all awards, net of  related tax effects |       | (346                                             | )          |
| Pro forma net income                                                                                                                  |       | $                                                | 305,978    |   |
|                                                                                                                                  |       |                                             |       |
| Earnings per share:                                                                                                                   |       |                                             |       |
| Basic – as reported                                                                                                              |       | $                                                | 2.75       |   |
| Basic – pro forma                                                                                                                |       | $                                                | 2.75       |   |
|                                                                                                                                  |       |                                             |       |
| Earnings per share:                                                                                                                   |       |                                             |       |
| Diluted – as reported                                                                                                            |       | $                                                | 2.71       |   |
| Diluted – pro forma                                                                                                              |       | $                                                | 2.71       |   |

 

The Predecessor had oneactive stock option plan pursuant to which stock options had been granted topurchase shares of common stock of the Predecessor to officers, directors, andcertain employees of the Predecessor. The active plan was the 2003 Stock Incentive Plan, as amended andrestated effective July 14, 2005 (the “2003 Plan”), which provided for thegrant of stock options, stock grants and certain other types of stock basedawards to officers, directors and certain employees of the Predecessor.  The exercise price of stock options grantedpursuant to the 2003 Plan was required to be no less than the fair market valueof a share of common stock on the date of grant.  The vesting schedule and other terms of stockoptions granted under the 2003 Plan were determined at the time of grant by thePredecessor’s executive compensation and stock option committee.  As of December 31, 2006, approximately2.0 million shares were available for stock option grants and 0.8 millionshares were available for stock grants or other types of stock based awardsother than stock option grants (and to the extent that any such stock grants orother types of stock based awards are issued, then there is a share for sharereduction in the number of shares available for stock option grants) under the2003 Plan.  The stock options outstandingunder the 2003 Plan, at December 31, 2006, had exercise prices rangingfrom $11.35 to $25.05 and a weighted average remaining contractual life ofapproximately 6.3 years.  The totalamount of option shares exercisable under the 2003 Plan, at December 31,2006, was approximately 2.1 million.

 

During 2005, in order tocounteract the dilutive effect on the options outstanding resulting from the paymentof the Special Dividend, the Predecessor amended its outstanding option grantsto adjust both the number of options outstanding and the related exerciseprices.  As a result of the amendment,the Company computed an incremental charge representing the change in fairvalue immediately before and after the modification of the options ofapproximately $1.1 million. Approximately $0.7 million of this incremental charge related to optionswhich were fully vested, and was expensed immediately.

 

The Predecessor used the Black-Scholes-Mertonclosed-form model (“Black-Scholes option pricing model”), which uses theassumptions detailed in the following table, to value its stock option andrestricted stock grants.  Expectedvolatilities are based on historical volatility of the Predecessor’sstock.  The Predecessor used historicaldata to estimate option exercises and employee terminations within thevaluation model.

 

F-47

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

The expected term of options granted was derived from the output of theoption valuation model and represented the period of time that options wereexpected to be outstanding.  Therisk-free rates for periods within the contractual life of the option werebased on the U.S. Treasury yield curve in effect at the time of grant.  The Predecessor’s use of the Black-Scholesoption pricing model required extensive use of accounting judgment andfinancial estimates, including estimates of the expected term employees wouldretain their vested stock options before exercising them, the estimatedvolatility of the Predecessor’s common stock price over the expected term, andthe number of options that would be forfeited prior to the completion of thevesting requirements.  Application ofalternative assumptions could have produced significantly different estimatesof the fair value of stock-based compensation, and consequently, significantlydifferent amounts recognized in the Consolidated Statements of Operations.

 

The Predecessor believed that the use of theBlack-Scholes option pricing model met the fair value measurement objectives ofSFAS No. 123(R) and reflected all substantive characteristics of theinstruments being valued.  The followingtable represents the assumptions used for the Black-Scholes option-pricingmodel to determine the per share weighted average fair value of $2.86 foroptions granted during the period from January 1, 2007 through April 19,2007 (on April 20, 2007, the options became fully vested and exercisableand were cancelled in exchanged for the right to receive, for each share ofcommon stock issuable upon exercise of the option, cash equal to the excess, ifany, of the Offer Price over the exercise price per share of such option), andthe fair value of $1.10 for options granted during the twelve months ended December 31,2006:

 
| ** **              | ** ** | **April 19, 2007** | ** ** | **December 31, 2006** | ** ** |
|-------------------------|------------|------------------------------|------------|---------------------------------|------------|
| Expected dividend yield |       | 5.40                         | %          | 6.50                            | %          |
| Risk-free interest rate |       | 4.46 - 4.76                  | %          | 4.65 - 4.75                     | %          |
| Expected volatility     |       | 18.00                        | %          | 18.00                           | %          |
| Expected life in years  |       | 1.5 years – 5.5 years   |       | 1.5 years – 5.5 years      |       |

 

The following tables summarize informationconcerning outstanding and exercisable options as of December 31, 2006,after giving effect to the amendment described above:

 
| ** **              | ** ** | **OPTIONS OUTSTANDING** | ** ** | **OPTIONS EXERCISABLE**                        | ** ** |
|-------------------------|------------|------------------------------|------------|-----------------------------------------------------|------------|
| **Exercise Price** | ** ** | **Options  Outstanding**     | ** ** | **Weighted  Average  Remaining  Contractual  Life** | ** ** | **Weighted  Average  Exercise Price** | ** ** | **Currently  Exercisable** | ** ** | **Weighted  Average  Exercise  Price** | ** ** |
| $                       | 11.35      |                         | 695,721    |                                                | 3.1 years  |   |   |   | 695,721 |   |   |   |
| $                       | 12.23      |                         | 16,942     |                                                | 3.4 years  |   |   |   | 16,942 |   |   |   |
| $                       | 12.40      |                         | 63,254     |                                                | 3.7 years  |   |   |   | 63,254 |   |   |   |
| $                       | 13.71      |                         | 245,401    |                                                | 4.2 years  |   |   |   | 245,401 |   |   |   |
| $                       | 15.15      |                         | 18,071     |                                                | 4.4 years  |   |   |   | 18,071 |   |   |   |
| $                       | 16.97      |                         | 443,032    |                                                | 6.2 years  |   |   |   | 110,481 |   |   |   |
| $                       | 17.41      |                         | 23,152     |                                                | 5.4 years  |   |   |   | 23,152 |   |   |   |
| $                       | 17.60      |                         | 132,572    |                                                | 2.4 years  |   |   |   | 132,572 |   |   |   |
| $                       | 17.70      |                         | 651,673    |                                                | 5.3 years  |   |   |   | 367,129 |   |   |   |
| $                       | 17.77      |                         | 16,940     |                                                | 2.4 years  |   |   |   | 16,940 |   |   |   |
| $                       | 18.45      |                         | 39,530     |                                                | 6.4 years  |   |   |   | 39,530 |   |   |   |
| $                       | 21.08      |                         | 42,072     |                                                | 7.4 years  |   |   |   | 42,072 |   |   |   |
| $                       | 22.75      |                         | 566,223    |                                                | 8.2 years  |   |   |   | 102,647 |   |   |   |
| $                       | 23.11      |                         | 549,631    |                                                | 7.2 years  |   |   |   | 185,959 |   |   |   |
| $                       | 23.61      |                         | 41,750     |                                                | 8.4 years  |   |   |   | 41,750 |   |   |   |
| $                       | 23.85      |                         | 44,614     |                                                | 8.4 years  |   |   |   | 44,614 |   |   |   |
| $                       | 25.05      |                         | 846,000    |                                                | 9.2 years  |   |   |   | — |   |   |   |
| Total                   |       | 4,436,578                    |       | 6.3 years                                           |       | $ | 19.17 |   | 2,146,235 |   | $ | 15.95 |   |
|                         |            |                              |            |                                                     |            |  |  |  |  |  |  |  |  |  |

 

F-48

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Tableof Contents

 

**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

Stock option activity is summarized asfollows:

 
| ** **                                                           | ** ** | **Option  Shares** | ** ** | **Weighted Average  Exercise Price  Per Share** | ** ** |
|----------------------------------------------------------------------|------------|--------------------|------------|----------------------------------------------------------------|------------|
|                                                                 |       |               |       |                                                           |       |
| Outstanding at December 31, 2004                                |       | 3,805,124          |       | $                                                              | 18.85      |   |
|                                                                 |       |               |       |                                                           |       |
| Granted                                                              |       | 596,200            |       | $                                                              | 25.77      |   |
| Adjustment to outstanding grants due to  payment of Special Dividend |       | 480,387            |       | $                                                              | 17.53      |   |
| Exercised                                                            |       | (486,503           | )          | $                                                              | 17.85      |   |
| Forfeited                                                            |       | (281,995           | )          | $                                                              | 21.68      |   |
| Outstanding at December 31, 2005                                |       | 4,113,213          |       | $                                                              | 17.59      |   |
|                                                                 |       |               |       |                                                           |       |
| Granted                                                              |       | 891,750            |       | $                                                              | 24.98      |   |
| Exercised                                                            |       | (505,222           | )          | $                                                              | 16.51      |   |
| Forfeited                                                            |       | (63,163            | )          | $                                                              | 19.95      |   |
| Outstanding at December 31, 2006                                |       | 4,436,578          |       | $                                                              | 19.17      |   |
|                                                                 |       |               |       |                                                           |       |
| Options exercisable at December 31,  2006                       |       | 2,146,235          |       | $                                                              | 15.95      |   |
| Options exercisable at December 31,  2005                       |       | 1,810,493          |       | $                                                              | 14.69      |   |

 

Certainof the Predecessor’s option grants vested upon satisfaction of annualperformance/market criteria, while other grants vested over time.

 

Restricted Stock Awards

 

During the period from January 1,2007 through April 4, 2007, the Predecessor granted 99,655 restrictedshares of common stock to certain employees. Of these shares, one-half were scheduled to vest proportionately overfive years, commencing on June 30, 2008, and then on the next foursucceeding anniversary dates of the date of grant, which was February 27,2007.  The balance of the restrictedshares were scheduled to vest proportionately over the same five year periodupon satisfaction of annual performance/market criteria established each yearby the Predecessor’s executive compensation and stock option committee.  However, as noted above, all restrictedshares vested immediately prior to the effective time of the Merger viaresolution of the Predecessor’s Board of Directors.

 

During the period from January 1,2007 through April 4, 2007, the Predecessor also granted 14,900 restrictedshares of common stock to members of its Board of Directors.  Of these shares, half were scheduled to vestproportionately over five years, commencing on June 30, 2008, and then onthe next four succeeding anniversary dates of the date of grant, which was February 27,2007.  The balance of the restrictedshares were scheduled to vest proportionately over the same five year periodupon satisfaction of annual performance/market criteria established each yearby the Predecessor’s executive compensation and stock option committee.  However, as noted above, all restrictedshares vested immediately prior to the effective time of the Merger viaresolution of the Predecessor’s Board of Directors.

 

For accounting purposes,the Predecessor measured compensation costs for restricted shares in accordancewith the provisions of SFAS No. 123(R), as discussed above.

 

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**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

The following tablereports restricted stock activity during the period from January 1, 2007through April 19, 2007:

 
| ** **                                | ** ** | **Number of  Shares** | ** ** | **Intrinsic Value** | ** ** |
|-------------------------------------------|------------|----------------------------|------------|--------------------------|------------|
| Unvested Shares at December 31, 2006 |       | 148,838                    |       | $                        | 4,090,068  |   |
|                                      |       |                       |       |                     |       |
| Granted                                   |       | 114,555                    |       |                     |       |
| Vested and Distributed                    |       | (32,314                    | )          | $                        | 1,072,825  |   |
| Forfeited                                 |       | —                     |       |                     |       |
|                                      |       |                       |       |                     |       |
| Unvested Shares at April 19, 2007    |       | 231,079                    |       | $                        | 7,651,026  |   |

 

OtherStock Awards

 

Other stock awards forthe period from January 1, 2007 to April 4, 2007 appear on the Predecessor’sConsolidated Statements of Operations and Comprehensive Income/(Loss) under“General and administrative.”

 

Pursuant to the terms ofthe New Plan Excel Realty Trust, Inc. 2006 Long-Term Out-PerformanceCompensation Plan (“Out-Performance Plan”), the Predecessor’s executiveofficers (as of April 19, 2007), other than Glenn Rufrano, thePredecessor’s Chief Executive Officer, and William Newman, the Predecessor’sChairman of the Board of Directors, were to be entitled to receive an award ofcommon stock in the event that over either a four or five year performanceperiod ending December 31, 2009 or December 31, 2010, respectively,either of two specified performance criteria were achieved.  The value of the common stock award was tovary based on the level of performance achieved, but the maximum award of commonstock that could be achieved was $12.0 million. The compensation expense of approximately $3.5 million associated withthis award was being recognized ratably over the service period.  As noted above, and in connection with theMerger, these awards vested and became payable according to the terms of theapplicable agreements.  The unrecognizedcompensation expense of approximately $2.8 million was recorded on thePredecessor’s Consolidated Statement of Operations and ComprehensiveIncome/(Loss) under “General and administrative” for the period from April 1,2007 through April 4, 2007.

 

Pursuant to the terms ofthe Predecessor’s employment agreement with Mr. Rufrano, he waseligible to receive an award of common stock in the event that over either a fouror five year performance period, ending February 22, 2009 or February 22,2010, respectively, either of two specified criteria were achieved. The value of the common stock award was to vary based on the level ofperformance achieved, but the maximum award of common stock thatcould be achieved was $6.0 million.  Thecompensation expense of approximately $2.2 million associated with this awardwould have been recognized ratably over the service period.  As noted above, and in connection with theMerger, this award vested and became payable according to the terms of theapplicable agreement.  The unrecognizedcompensation expense of approximately $1.2 million was recorded on thePredecessor’s Consolidated Statement of Operations and Comprehensive Income/(Loss)under “General and administrative” for the period from April 1, 2007through April 4, 2007.

 

The Predecessor used aMonte Carlo analysis to value the Out-Performance Plan and Mr. Rufrano’sperformance award.  The Monte Carloanalysis is a simulation exercise designed to arrive at a value for a variable,such as the expected value of an award on the valuation date.

 

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**CENTRO NP LLC AND SUBSIDIARIES (THE“COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST,INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

DividendsPaid and Payable (in thousands):

 
| Dividends declared in 2004, paid in 2005 (1)          |   | 47,699  |   |
|-------------------------------------------------------|--------|---------|--------|
| Dividends declared in 2005, paid in 2005 (1) (2) |   | 444,353 |   |
| Dividends declared in 2005, paid in 2006 (1)          |   | 37,870  |   |
| Dividends declared in 2006, paid in 2006 (1)          |   | 113,515 |   |
| Dividends declared in 2006, paid in 2007 (1)          |   | 37,597  |   |
| Dividends declared in 2007, paid in 2007 (1)          |   | 38,957  |   |

 

----

(1)   Amount does not includethe quarterly non-cash adjustments to account for the Preferred D dividend“step-up” discussed in the Preferred Stock section above.

(2)   Amount includes paymentof the Special Dividend.

 

Distributions toshareholders will generally be taxable as ordinary income, although a portionof such dividends may be designated by the Predecessor as capital gain or mayconstitute a tax-free return of capital. The Predecessor annually furnished to each of its shareholders astatement setting forth the distributions paid during the preceding year andtheir characterization as ordinary income, capital gain or return ofcapital.  The percentage of distributionscharacterized as ordinary income, capital gain and return of capital for theperiod from January 1, 2007 through April 4, 2007 and for the yearsended December 31, 2006 and 2005 are summarized in the following table:

 
| ** **        | ** ** | **Company**                                                             | ** ** | **Predecessor**                        | ** ** |
|-------------------|------------|-------------------------------------------------------------------------|------------|----------------------------------------|------------|
| ** **        | ** ** | **Period from  January 1,  through April  4, 2007** | ** ** | **Year Ended  December 31,** | ** ** |
| ** **        | ** ** | ** **                                                              | ** ** | **2006**                               | ** ** | **2005** | ** ** |
| Ordinary income   |       | —                                                                  |       | 73                                     | %          | 27 | % |
| Capital gain      |       | 100                                                                     | %          | 17                                     | %          | 72 | % |
| Return of capital |       | —                                                                  |       | 10                                     | %          | 1 | % |

 

Dividend Reinvestment Plan

 

The Predecessor had aDividend Reinvestment and Share Purchase Plan whereby shareholders could haveinvested cash distributions and made optional cash payments to purchase sharesof the Predecessor’s common stock.  Theadditional shares were issued directly by the Predecessor.  In connection with the Merger, this plan wasterminated.

 

DeferredCompensation Plan

 

Until theeffective time of the Merger, the Predecessor maintained a nonqualifieddeferred compensation plan that provided benefits to eligible employees fromamong a select group of management or highly compensated employees of thePredecessor within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) ofERISA.  The deferred compensation planwas terminated by the Board of Directors as of the Merger effective time, andall amounts under the plan, whether in the employee’s “cash deferral account”or his or her “stock unit deferral account” were distributed.  Under the deferred compensation plan,eligible employees were permitted to defer receipt of all or a portion of theirbonus, a portion of their salary, as well as all or a portion of theirrestricted stock and restricted stock unit awards.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

**18.**                            **Fair Value of FinancialInstruments**

 

The following fair valuedisclosure was determined by the Company and the Predecessor, using availablemarket information and discounted cash flow analyses as of December 31,2007 and 2006, respectively.  The discountrate used in calculating fair value is the sum of the current risk free rateand the risk premium on the date of acquiring/assuming theinstruments/obligations.  Considerablejudgment is necessary to interpret market data and to develop the related estimatesof fair value.  Accordingly, theestimates presented are not necessarily indicative of the amounts that theCompany could realize upon disposition. The use of different estimation methodologies may have a material effecton the estimated fair value amounts.  TheCompany believes that the carrying amounts reflected in the ConsolidatedBalance Sheets at December 31, 2007 and 2006 approximate the fair valuesfor cash and cash equivalents, marketable securities, receivables and otherliabilities.

 

The following arefinancial instruments for which Company or Predecessor, respectively estimatesof fair value differ from carrying amounts (in thousands):

 
| ** **                      | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|---------------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ** **                      | ** ** | **(Company)**                   | ** ** | **(Predecessor)**               | ** ** |
| ** **                      | ** ** | **Carrying  Amounts**           | ** ** | **Fair  Value**                 | ** ** | **Carrying  Amounts** | ** ** | **Fair  Value** | ** ** |
| Mortgages and  notes receivable |       | $                               | 3,397      |                            | $          | 3,409 |   | $ | 4,412 |   | $ | 4,435 |   |
| Mortgages  payable              |       | 438,249                         |       | 440,490                         |       | 448,910 |   | 447,078 |   |
| Notes payable                   |       | 830,217                         |       | 890,910                         |       | 1,166,950 |   | 1,181,164 |   |
| Credit  facilities              |       | 488,288                         |       | 489,297                         |       | 191,000 |   | 191,000 |   |
|                                 |            |                                 |            |                                 |            |  |  |  |  |  |  |  |  |

 

**19.****                            ****Commitments and Contingencies**

 

General

 

The Company is notpresently involved in any material litigation arising outside the ordinarycourse of its business.  However, theCompany is involved in routine litigation arising in the ordinary course ofbusiness, none of which is believed to be material in light of reserves takenby the Company.  In connection with aspecific tenant litigation, and based upon certain rulings occurring during thethird quarter of 2005, the Company maintains an aggregate reserve ofapproximately $4.8 million as of December 31, 2007.  Given the increase in the reserve previouslytaken by the Predecessor, and the current status of the tenant litigation, theCompany believes that any loss in excess of the established reserve would beimmaterial.

 

FundingCommitments

 

In addition to thejoint venture funding commitments described in Note 10 above, the Company alsohad the following contractual obligations as of December 31, 2007, none ofwhich the Company believes will have a material adverse affect on the Company’soperations:

 

·                  *Letters of Credit*.    The Company has arranged for the provision of eight separate letters ofcredit in connection with certain property or insurance related matters.  If these letters of credit are drawn, theCompany will be obligated to reimburse the providing bank for the amount of thedraw.  As of December 31, 2007,there was no balance outstanding under any of the letters of credit.  If the letters of credit were fully drawn,the combined maximum amount of exposure would be approximately $14.9 million.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

·                  *Non-Recourse Debt Guarantees*. Under certain Company and joint venture non-recourse mortgage loans, theCompany could, under certain circumstances, be responsible for portions of themortgage indebtedness in connection with certain customary non-recoursecarve-out provisions such as environmental conditions, misuse of funds andmaterial misrepresentations.  As of December 31,2007, the Company had mortgage loans and secured term loans outstanding ofapproximately $619.7 million, excluding the impact of unamortized premiums, andunconsolidated joint ventures in which the Company has a direct or indirectinterest had mortgage loans outstanding of approximately $1.8 billion.  In addition, the Company has guaranteedcertain construction and other obligations relative to certain joint venturedevelopment projects; however, the Company does not expect that its obligationsunder such guarantees will be material if called upon.

 

·                  *Leasing Commitments.  *The Company has entered into leases, as lessee, inconnection with ground leases for shopping centers which it operates andadministrative space for the Company. These leases are accounted for as operating leases.  The minimum annual rental commitments forthese leases during the next five fiscal years and thereafter are approximatelyas follows (dollars in thousands):

** **
| **Year**   | ** ** | ** ** | ** ** |
|------------|------------|------------|------------|
| 2008       |       | $          | 3,629      |   |
| 2009       |       | 3,553      |       |
| 2010       |       | 3,389      |       |
| 2011       |       | 3,287      |       |
| 2012       |       | 3,128      |       |
| Thereafter |       | 38,797     |       |
|            |            |            |            |  |

 

·                                       *RedemptionRights. *The limited partners of theDownREIT Partnership have a redemption right for their Class A PreferredUnits which will be exercisable starting April 20, 2008.  Each Class A Preferred Unit isredeemable for $33.15 plus all accrued and unpaid distributions.  The aggregate redemption amount payable toall limited partners would be approximately $83.2 million.  The DownREIT Partnership must pay theredemption amount on June 27, 2008 to any redeeming limited partners whichit receives a notice of redemption from on or prior to June 13, 2008.  Limited partners are not entitled to providenotice of redemption prior to April 20, 2008.  Therefore, as of the date of this filing, noinformation about the number of limited partners wishing to participate in theredemption right is available.

 

EnvironmentalMatters

 

Under various federal,state and local laws, ordinances and regulations, the Company may be consideredan owner or operator of real property or may have arranged for the disposal ortreatment of hazardous or toxic substances and, therefore, may become liablefor the costs of removal or remediation of certain hazardous substancesreleased on or in their property or disposed of by them, as well as certainother potential costs which could relate to hazardous or toxic substances(including governmental fines and injuries to persons and property).  Such liability may be imposed whether or notthe Company knew of, or was responsible for, the presence of these hazardous ortoxic substances.  As is common withcommunity and neighborhood shopping centers, many of the Company’s propertieshad or have on-site dry cleaners and/or on-site gasoline facilities.  These operations could potentially result inenvironmental contamination at the properties.

 

The Company is aware thatsoil and groundwater contamination exists at some of its properties. Theprimary contaminants of concern at these properties include perchloroethyleneand trichloroethylene (associated with the operations of on-site dry cleaners) andpetroleum hydrocarbons (associated with the operations of on-site gasolinefacilities).  The Company is also awarethat asbestos-containing materials exist at some of its properties.  While the Company does not expect theenvironmental conditions at its properties, considered as a 

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

whole, to have a material adverse effect on theCompany, there can be no assurance that this will be the case.  Further, no assurance can be given that anyenvironmental studies performed have identified or will identify all materialenvironmental conditions, that any prior owner of the properties did not createa material environmental condition not known to the Company or that a materialenvironmental condition does not otherwise exist with respect to any of theCompany’s properties.

 

**20.****                            ****Comprehensive (Loss) Income**

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

 
| ** **                   | ** ** | **Company**                                                                       | ** ** | **Predecessor**                                                         | ** ** |
|------------------------------|------------|-----------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|
| ** **                   | ** ** | **As Restated Period from  April 5,  through  December 31,  2007** | ** ** | **Period from  January 1,  through April 4,  2007** | ** ** | **Year Ended  December 31,  2006** | ** ** | **Year Ended  December 31,  2005** | ** ** |
| Comprehensive (loss)  income |       | $                                                                                 | (565,828   | )                                                                       | $          | (9,740 | ) | $ | 132,441 |   | $ | 303,281 |   |
|                              |            |                                                                                   |            |                                                                         |            |  |  |  |  |  |  |  |  |

 

As of December 31, 2007, the primarycomponent of comprehensive income/(loss), other than net income (loss), was theCompany’s mark-to market adjustment on its available-for-sale securities.  Prior to the Merger, the Predecessor alsoincluded the adoption and continued application of SFAS No. 133 to theCompany’s cash flow hedges as components of comprehensive income.

 

Asof December 31, 2007 and 2006, accumulated other comprehensive lossreflected in the Company’s and the Predecessor’s members’ capital/stockholders’equity on the Consolidated Balance Sheets was comprised of the following(dollars in thousands):

 
| ** **                                                         | ** ** | **December 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|--------------------------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ** **                                                         | ** ** | **(Company)**                   | ** ** | **(Predecessor)**               | ** ** |
| Realized/unrealized  (loss) gains on available-for-sale securities |       | $                               | (1,196     | )                               | $          | 2,299 |   |
| Unrealized gains  on securities held for deferred compensation     |       | —                          |       | 170                             |       |
| Realized gains  on interest hedges                                 |       | —                          |       | 1,584                           |       |
| Realized losses  on interest hedges                                |       | —                          |       | (10,302                         | )          |
| Unrealized  losses on interest hedges                              |       | —-                         |       | (4,601                          | )          |
| Accumulated  other comprehensive loss                              |       | $                               | (1,196     | )                               | $          | (10,850 | ) |

 

**21.****                              ****Related Parties**

 

The Companyreceives a REIT Management fee from affiliates of its Parent Company, SuperLLC, which is calculated on assets managed by the Company.  As of December 31,2007, total REIT Management fees earned totaled $7.4 million and are includedin fee income on the Company’s consolidated Statement of Operations.

 

The Company alsoderives fee income from services provided to certain of its joint ventures andother managed properties.  For the periodfrom January 1, 2007 through April 4, 2007, the period from April 5,2007 through December 31, 2007, the year ended December 31, 2006 andthe year ended December 31, 2005, the Company or the Predecessor, asapplicable, generated approximately $8.8 million, $14.6 million, $16.7 millionand $11.0 million, respectively in fee income. As of December 31, 2007 and December 31, 2006, the Company andthe Predecessor, as applicable, had approximately $7.2 million and $2.7million, respectively of fee income receivable.

 

There were approximately$2.9 million of interest free notes receivable from the Company’s affiliates asdiscussed in Note 9.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

As detailed inNote 13, the amounts due to partners of the Company were $90.8 million, and wereincluded in Other Liabilities. There was no interest expense on the amountsdue.

 

**22.****                              ****Future Minimum Annual Base Rents**

 

Future minimum annualbase rental revenue for the next five years for the commercial real estateowned at December 31, 2007 and subject to non-cancelable operating leasesis as follows (in thousands):

 
| **Year**   | ** ** | ** ** | ** ** |
|------------|------------|------------|------------|
| 2008       |       | $          | 346,049    |   |
| 2009       |       | 307,409    |       |
| 2010       |       | 260,455    |       |
| 2011       |       | 212,297    |       |
| 2012       |       | 173,405    |       |
| Thereafter |       | 640,458    |       |
|            |            |            |            |  |

 

The above table assumesthat all leases which expire are not renewed and tenant renewal options are notexercised, therefore neither renewal rentals nor rentals from replacementtenants are included.  Future minimumannual base rentals do not include contingent rentals, which may be receivedunder certain leases on the basis of percentage of reported tenants’ salesvolume, increases in consumer price indices, common area maintenance chargesand real estate tax reimbursements.  TheCompany recognized approximately $82.1 million of contingent rental income forthe period from April 5, 2007 through December 31, 2007.  The Predecessor recognized approximately$29.9 million of contingent rental income for the period from January 1,2007 through April 4, 2007. Additionally, the Predecessor recognized approximately $110.2 millionand $109.7 million contingent rental income for the years ended December 31,2006 and 2005, respectively.

 

**23.****                              ****Retirement Plan**

 

The Company has, and thePredecessor had, a Retirement and 401(k) Savings Plan (the “Savings Plan”)covering officers and employees of the Company. Participants in the Savings Plan may elect to contribute a portion oftheir earnings to the Savings Plan and the Company makes a matchingcontribution to the Savings Plan to a maximum of 3% of the employee’s eligiblecompensation.  The Company recordedapproximately $0.7 million of expenses for the Savings Plan for the period fromApril 5, 2007 through December 31, 2007.  The Predecessor recorded approximately $0.3million of expenses for the Savings Plan for the period from January 1,2007 through April 4, 2007. Additionally, for the years ended December 31, 2006 and 2005, thePredecessor’s expense for the Savings Plan was approximately $0.7 million and$0.6 million, respectively.

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

**24.****           ****Selected Quarterly Financial Data(Unaudited)**

 

Summarizedquarterly financial data is as follows (in thousands, except per shareamounts):

** **
| ** **                              | ** ** | **Total  Revenues (1)** | ** ** | **Net  Income/(Loss)** | ** ** | **Net Income Per  Share-Basic** | ** ** | **Net Income Per  Share-Diluted** | ** ** |
|-----------------------------------------|------------|------------------------------|------------|------------------------|------------|-------------------------------------------|------------|---------------------------------------------|------------|
| ** **                              | ** ** | ** **                   | ** ** | ** **             | ** ** | ** **                                | ** ** | ** **                                  | ** ** |
| **Year  Ended December 31, 2007:** |       |                         |       |                   |       |                                      |       |                                        |       |
| First quarter                           |       | $                            | 123,405    |                   | $          | 24,044                                    |       | $                                           | 0.18       |   | $ | 0.17 |   |
| April 1 –  April 4, 2007 |       | 7,782                        |       | (34,653                | )          | (0.40                                     | )          | (0.37                                       | )          |
| April 5 -  June 30, 2007      |       | 127,971                      |       | 2,073                  |       | —                                    |       | —                                      |       |
| Third quarter  (2)                      |       | 139,696                      |       | 13,640                 |       | —                                    |       | —                                      |       |
| Fourth quarter (3)  (4)                 |       | 147,000                      |       | (580,345               | )          | —                                    |       | —                                      |       |
|                                    |       |                         |       |                   |       |                                      |       |                                        |       |
| **Year  Ended December 31, 2006:** |       |                         |       |                   |       |                                      |       |                                        |       |
| First quarter                           |       | $                            | 115,054    |                   | $          | 38,509                                    |       | $                                           | 0.32       |   | $ | 0.31 |   |
| Second quarter                          |       | 112,334                      |       | 34,669                 |       | 0.28                                      |       | 0.27                                        |       |
| Third quarter                           |       | 114,315                      |       | 33,182                 |       | 0.26                                      |       | 0.25                                        |       |
| Fourth quarter                          |       | 117,847                      |       | 28,857                 |       | 0.23                                      |       | 0.22                                        |       |
|                                    |       |                         |       |                   |       |                                      |       |                                        |       |
| **Year  Ended December 31, 2005:** |       |                         |       |                   |       |                                      |       |                                        |       |
| First quarter                           |       | $                            | 124,785    |                   | $          | 38,687                                    |       | $                                           | 0.32       |   | $ | 0.32 |   |
| Second quarter                          |       | 127,743                      |       | 40,697                 |       | 0.34                                      |       | 0.33                                        |       |
| Third quarter                           |       | 112,151                      |       | 196,045                |       | 1.84                                      |       | 1.82                                        |       |
| Fourth quarter                          |       | 109,186                      |       | 30,895                 |       | 0.24                                      |       | 0.24                                        |       |
|                                    |       |                         |       |                   |       |                                      |       |                                        |       |

 

----

(1) Amountshave been adjusted to give effect to the Company’s/Predecessor’s discontinuedoperations, in accordance with SFAS No. 144.

(2)  NetIncome/(Loss) for this quarter includes a $1.1 million out of period adjustmentrelating to the accounting for the Company’s swap agreements.

(3)  Theresult for the fourth quarter includes impairment charges relating to goodwilland real estate assets.

(4)  As aresult of the matter discussed in Note 1 to the consolidated financialstatements, the fourth quarter summarized data has been restated to record animpairment of intangible assets of $77.7 million which increased the net lossfor the quarter to $580.3 million.

 

**25.****                              ****Subsequent Events**

 

On February 14, 2008, the Companyentered into a letter agreement (the “Revolving Facility Extension Agreement”)further amending the July 2007 Revolving Facility.  The Revolving Facility Extension Agreementextended the maturity date (the “Termination Date”) from February 15, 2008to the earlier to occur of (i) September 30, 2008, and (ii) thedate on which any trigger event occurs.  Trigger events include, among otherthings, defaults, borrowing or prepayments under credit facilities ofcertain affiliates of the Company and a requirement that, prior to April 30,2008, CPT Manager Limited (“CPT”) and Centro Properties Limited (“CPL”)must extend the maturity of certain oftheir indebtedness to a date no earlier than September 30, 2008.  As at the date of this filing, CPT and CPLhave not obtained an extension of their indebtedness, although discussions areongoing with regard to the extension of such facilities.  The applicable margin of the interest rate remained at 1.75%. The extension fee under the FirstAmendment to the July 2007 Revolving Facility, payable on the TerminationDate, remains the same under the Revolving Facility Extension Agreement.

 

On February 14, 2008, BPR ShoppingCenter, LLC (“BPR LLC”), an indirect subsidiary of the Company, entered into arevolving credit facility (the “Preston Ridge Facility”) with JPMorgan ChaseBank, N.A. (as agent and a lender) and the other lenders party thereto,pursuant to which it can borrow up to $80.0 million (only $40.0 million can be borrowed on or before April 30, 2008).  The Preston Ridge Facility iscollateralized by the property owned by BPR LLC known as the Centre at PrestonRidge and has a maturity date of September 30, 2008, subject to certainconditions.  The Preston Ridge Facilityis guaranteed by Centro Preston Ridge Member LLC, the sole member of BPRLLC.  Proceeds of the Preston RidgeFacility will be used for development and redevelopment of certain propertiesand for general cash flow.  The PrestonRidge Facility is cross-defaulted with the Amended July 2007 RevolvingFacility, the Super Bridge Loan and certain othercredit facilities of affiliates of Super LLC.  Pursuant to certaintransactions which occurred on March 28, 2008, BPR LLC and the debt associatedtherewith were transferred to the Residual Joint Venture.

 

On March 28,2008, the Company entered into another letter agreement (the “Amendment toRevolving Facility Extension Agreement”) modifying and waiving various provisions of the July 2007 Revolving Facility, the First Amendment to the July 2007 RevolvingFacility and the Revolving Facility Extension Agreement (collectively, as amended as of March 28,2008, the “Amended July 2007 Revolving Facility”). The Amendment toRevolving Facility Extension Agreement, among other things, approved (i) an agreement (the “Contribution Agreement”)pursuant to which the Company contributed 49% of its interest in certainsubsidiaries owning 31 real properties with an approximate fair market value of$780.0 million to Centro NP Residual Holding LLC (the “Residual Joint Venture”),and distributed 51% of its interest in the transferred entities to its parent,Super LLC, which interest Super LLC contributed to the Residual Joint Venture,and (ii) the assumption of all liabilities relating to the Company’semployees by Centro US Management Joint Venture 2, LP and the distribution ofapproximately $15 million of miscellaneous assets used in the day-to-daymanagement of the Company’s properties to the Management Joint Venture (such assumption and distribution, the “Management ServicesAssumption”).  Note that foraccounting purposes, the Management Services Assumption has not been 

 

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**CENTRO NPLLC AND SUBSIDIARIES (THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

** **

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

 

reflectedas occurring immediately after the Merger Date but will be reflected asoccurring on March 28, 2008.

 

On August 1,2007, Super LLC, the Company’s sole and managing member, entered into anamended and restated loan agreement with JPMorgan Chase Bank, N.A., asadministrative agent, for an approximate amount of $2.6 billion (the “SuperBridge Loan”).  As a result ofdislocations in the global credit markets shortly after entering into the SuperBridge Loan, Super LLC was unable to obtain long-term financing on satisfactoryterms consistent with its long-term strategy and was required to seek anextension of the Super Bridge Loan maturity date. On December 16, 2007,Super LLC entered into a letter agreement (the “Super Bridge Loan First LetterAgreement”) which extended the maturity date of the Super Bridge Loan to February 15,2008, subject to certain conditions.  Inconnection with the Super Bridge Loan First Letter Agreement, the applicablespread was increased to a fixed premium of 1.75% and an aggregate extension feeof approximately $18.6 million was charged.

 

On February 14,2008, Super LLC entered into a letter agreement (the “Super Bridge LoanExtension Agreement”) further amending the Super Bridge Loan.  The Super Bridge Loan Extension Agreement extendedthe maturity date (the “Super Bridge Loan Termination Date”) from February 15,2008 to the earlier to occur of (i) September 30, 2008, and (ii) thedate on which any trigger event occurs. Trigger events include, among other things, defaults, borrowing orprepayments under credit facilities of certain affiliates of Super LLC,including the Amended July 2007 Revolving Facility, and a requirementthat, prior to April 30, 2008, CPT and CPL must extend the maturity ofcertain of their indebtedness (as described below) to a date no earlier than September 30,2008.  The applicable margin of theinterest rate remained at 1.75%.  Theextension fee under the Super Bridge Loan First Letter Agreement, payable onthe Super Bridge Loan Termination Date, remains the same under the Super BridgeLoan Extension Agreement.  The Company isnot an obligor under the Super Bridge Loan but the Amended July 2007Revolving Facility is cross-defaulted with the Super Bridge Loan.

 

On March 28,2008, Super LLC entered into another letter agreement with its lenders topermit, among other things, the transactions contemplated by the ContributionAgreement and the Management Services Assumption.

 

As a result of dislocations in the globalcredit markets, CPT, one of the ultimate parent investors of the Company, was unableto secure long-term financing for various short-term credit facilities that ithad entered into for an aggregate of approximately $1.2 billion.  As a result, CPT, as responsible entity ofCentro Property Trust and CPL, also one of the ultimate parent investors of theCompany, entered into an extension deed on December 17, 2007, whichextended the maturity dates of various short-term credit facilities to February 15,2008, subject to certain conditions.  On February 15,2008, CPT and CPL entered into another extension deed (the “AustralianExtension Deed”), which extended the maturity date of the various short-termcredit facilities and certain additional facilities from February 15, 2008to the earlier to occur of (i) April 30, 2008, and (ii) the dateon which any trigger event occurs. Trigger events include, among other things, defaults occurring due todefaults, borrowing or prepayments under credit facilities of certainaffiliates and subsidiaries of CPT, including the Amended July 2007Revolving Facility and the Super Bridge Loan. The Company is not an obligor under these various short-term creditfacilities, but the Amended July 2007 Revolving Facility and the SuperBridge Loan are cross-defaulted with the Australian Extension Deed.

 

On March 28, 2008, CPT and CPLentered into agreements waiving any actions with regards to any allegeddefaults under debt previously placed with United States investors.

 

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**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(AS SUCCESSOR TO NEW PLAN EXCELREALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**SCHEDULEII - VALUATION AND QUALIFYING ACCOUNTS**

**(in thousands)**

 
| ** **                           | ** ** | ** **                                     | ** ** | **Additions**                                                        | ** ** | **Deductions**                             | ** ** | ** **                               | ** ** |
|--------------------------------------|------------|------------------------------------------------|------------|----------------------------------------------------------------------|------------|--------------------------------------------|------------|------------------------------------------|------------|
| ** **                           | ** ** | **Balance at  Beginning of  Period** | ** ** | **Charged /   (Credited) to  Bad Debt  Expense** | ** ** | **Accounts  Receivable  Written Off** | ** ** | **Balance at  End of  Period** | ** ** |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| Allowance for  doubtful accounts:    |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| **Company**                          |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| Period ended  December 31, 2007 |       | $                                              | 21,947     |                                                                 | $          | 3,392                                      |       | $                                        | (4,859     | ) | $ | 20,480 |   |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| **Predecessor**                      |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| Period ended  April 04, 2007    |       | 19,386                                         |       | 2,607                                                                |       | (46                                        | )          | 21,947                                   |       |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| Year ended  December 31, 2006   |       | 27,540                                         |       | (5,415                                                               | )          | (2,739                                     | )          | 19,386                                   |       |
|                                 |       |                                           |       |                                                                 |       |                                       |       |                                     |       |
| Year ended  December 31, 2005   |       | 24,239                                         |       | 7,407                                                                |       | (4,106                                     | )          | 27,540                                   |       |
|                                      |            |                                                |            |                                                                      |            |                                            |            |                                          |            |  |  |  |  |

 
| ** **                           | ** ** | ** **                                     | ** ** | **Additions**                                         | ** ** | **Deductions**       | ** ** | ** **                               | ** ** |
|--------------------------------------|------------|------------------------------------------------|------------|-------------------------------------------------------|------------|----------------------|------------|------------------------------------------|------------|
| ** **                           | ** ** | **Balance at  Beginning of  Period** | ** ** | **Charged /   (Credited) to  Expense** | ** ** | **Written Off** | ** ** | **Balance at  End of  Period** | ** ** |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| Reserve for  straight-line rents:    |       |                                           |       |                                                  |       |                 |       |                                     |       |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| **Company**                          |       |                                           |       |                                                  |       |                 |       |                                     |       |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| Period ended  December 31, 2007 |       | $                                              | —     |                                                  | $          | 131                  |       | $                                        | —     |   | $ | 131 |   |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| **Predecessor**                      |       |                                           |       |                                                  |       |                 |       |                                     |       |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| Period ended  April 04, 2007    |       | 1,702                                          |       | 53                                                    |       | (1,755               | )          | $                                        | —     |   |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| Year ended  December 31, 2006   |       | 1,592                                          |       | 1,449                                                 |       | (1,339               | )          | 1,702                                    |       |
|                                 |       |                                           |       |                                                  |       |                 |       |                                     |       |
| Year ended  December 31, 2005   |       | 3,548                                          |       | (635                                                  | )          | (1,321               | )          | 1,592                                    |       |
|                                      |            |                                                |            |                                                       |            |                      |            |                                          |            |  |  |  |  |

 

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**CENTRO NP LLC AND SUBSIDIARIES**

**SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION**

**DECEMBER 31, 2007**

 
| **COLUMN  A**            | ** ** | **COLUMN  B**        |       | **COLUMN  C** |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G**    |       | **COLUMN  H**       |       | **COLUMN  I**    | ** ** |
|--------------------------|------------|----------------------|------------|---------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|------------------|------------|---------------------|------------|------------------|------------|
| ** **               | ** ** | ** **           | ** ** | ** **    | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **       | ** ** | ** **          | ** ** | ** **       | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **               | ** ** | ** **           | ** ** | ** **    | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **       | ** ** | **Building  &** | ** ** | ** **       | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**          | ** ** | **Encumbrances**     | ** ** | **Land**      | ** ** | **Improvements**             | ** ** | **Improvements**                     | ** ** | **Land**                                                       | ** ** | **Improvements** | ** ** | **Total**           | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| **Retail**               | ** ** | ** **           |       |          |       |                         |       |                                 |       |                                                           |       |             |       |                |       |             |       |   |   |   |   |   |   |   |   |
| Riverview Plaza          |       | Gadsden, AL          |       | (3,842,698    | )          | 3,025,426                    |       | 5,223,062                            |       | 4,136,248                                                      |       | 3,025,426        |       | 9,359,310           |       | 12,384,735       |       | (215,106 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Grants Mill Station      |       | Irondale, AL         |       |          |       | 1,204,597                    |       | 1,518,403                            |       | 136,875                                                        |       | 1,204,597        |       | 1,655,278           |       | 2,859,874        |       | (133,058 | ) | 1991 |   | Apr-07 |   | 40 years |   |
| Kroger                   |       | Muscle Shoals, AL    |       |          |       | 153,999                      |       | 316,451                              |       |                                                           |       | 153,999          |       | 316,451             |       | 470,450          |       | (11,694 | ) | 1982 |   | Apr-07 |   | 40 years |   |
| Kroger                   |       | Muscle Shoals, AL    |       |          |       | 606,608                      |       | (288,752                             | )          |                                                           |       | 606,608          |       | (288,752            | )          | 317,856          |       | (28,917 | ) | 1982 |   | Apr-07 |   | 40 years |   |
| Kroger                   |       | Scottsboro, AL       |       |          |       | 765,072                      |       | (521,133                             | )          |                                                           |       | 765,072          |       | (521,133            | )          | 243,939          |       | (42,212 | ) | 1982 |   | Apr-07 |   | 40 years |   |
| Country Market           |       | Pine Bluff, AR       |       |          |       | 10,127                       |       | 20,872                               |       |                                                           |       | 10,127           |       | 20,872              |       | 30,998           |       | (25,680 | ) | 1981 |   | Apr-07 |   | 40 years |   |
| Broadway Mesa            |       | Mesa, AZ             |       |          |       | 3,750,685                    |       | 1,959,771                            |       |                                                           |       | 3,750,685        |       | 1,959,771           |       | 5,710,455        |       | (53,427 | ) | 1985 |   | Apr-07 |   | 40 years |   |
| Metro Marketplace        |       | Phoenix, AZ          |       |          |       | 8,946,382                    |       | 8,325,929                            |       | 5,112                                                          |       | 8,946,382        |       | 8,331,041           |       | 17,277,423       |       | (251,679 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Northmall Centre         |       | Tucson, AZ           |       |          |       |                         |       | (8,824                               | )          |                                                           |       |             |       | (8,824              | )          | (8,824           | )          |   |   | 1996 |   | Apr-07 |   | 40 years |   |
| Bakersfield Plaza        |       | Bakersfield, CA      |       |          |       | 16,225,639                   |       | (743,827                             | )          | 4,589,349                                                      |       | 16,225,639       |       | 3,845,522           |       | 20,071,161       |       | (143,097 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Burbank Plaza            |       | Burbank, CA          |       |          |       |                         |       | (2,868                               | )          | 1,929                                                          |       |             |       | (939                | )          | (939             | )          |   |   | 1988 |   | Apr-07 |   | 40 years |   |
| Carmen Plaza             |       | Camarillo, CA        |       |          |       |                         |       | (7,304                               | )          |                                                           |       |             |       | (7,304              | )          | (7,304           | )          |   |   | 2000 |   | Apr-07 |   | 40 years |   |
| Cudahy Plaza             |       | Cudahy, CA           |       |          |       | 5,373,192                    |       | (878,628                             | )          |                                                           |       | 5,373,192        |       | (878,628            | )          | 4,494,564        |       | (103,175 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| Arbor Faire              |       | Fresno, CA           |       |          |       | 9,202,694                    |       | 17,165,902                           |       | 31,399                                                         |       | 9,202,694        |       | 17,197,301          |       | 26,399,994       |       | (347,517 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Broadway Faire           |       | Fresno, CA           |       |          |       | 4,158,817                    |       | 10,188,360                           |       |                                                           |       | 4,158,817        |       | 10,188,360          |       | 14,347,178       |       | (197,875 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Briggsmore Plaza         |       | Modesto, CA          |       |          |       | 3,136,752                    |       | 8,514,343                            |       | 4,692                                                          |       | 3,136,752        |       | 8,519,035           |       | 11,655,788       |       | (219,335 | ) | 1998 |   | Apr-07 |   | 40 years |   |
| Montebello Plaza         |       | Montebello, CA       |       |          |       | 23,269,245                   |       | 14,591,771                           |       | 14,296                                                         |       | 23,269,245       |       | 14,606,067          |       | 37,875,311       |       | (340,955 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Metro 580                |       | Pleasanton, CA       |       |          |       | 21,211,099                   |       | 16,466,717                           |       | 20,915                                                         |       | 21,211,099       |       | 16,487,632          |       | 37,698,731       |       | (353,021 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Rose Pavilion            |       | Pleasanton, CA       |       |          |       | 32,436,923                   |       | 58,514,391                           |       | 20,281                                                         |       | 32,436,923       |       | 58,534,672          |       | 90,971,595       |       | (1,185,746 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Bristol Plaza            |       | Santa Ana, CA        |       |          |       | 9,732,202                    |       | (6,543                               | )          | 64,186                                                         |       | 9,732,202        |       | 57,643              |       | 9,789,845        |       | (176,865 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| Arvada Plaza             |       | Arvada, CO           |       | (2,060,469    | )          | 2,454,851                    |       | 4,827,825                            |       | 16,550                                                         |       | 2,454,851        |       | 4,844,375           |       | 7,299,225        |       | (135,178 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| Villa Monaco             |       | Denver, CO           |       | (9,121,572    | )          | 3,303,689                    |       | 6,885,668                            |       |                                                           |       | 3,303,689        |       | 6,885,668           |       | 10,189,358       |       | (35,546 | ) | 1978 |   | Nov-07 |   | 40 years |   |
| Superior Marketplace     |       | Superior, CO         |       |          |       | 12,558,358                   |       | 49,503,884                           |       | 20,957                                                         |       | 12,558,358       |       | 49,524,841          |       | 62,083,199       |       | (1,036,858 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Fox Run Mall             |       | Glastonbury, CT      |       |          |       | 5,943,233                    |       | (1,744,175                           | )          |                                                           |       | 5,943,233        |       | (1,744,175          | )          | 4,199,058        |       | (376,430 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Brooksville Square       |       | Brooksville, FL      |       |          |       | 7,995,852                    |       | 2,003,753                            |       | 6,307,473                                                      |       | 7,995,852        |       | 8,311,226           |       | 16,307,078       |       | (334,996 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Coconut Creek            |       | Coconut Creek, FL    |       |          |       | 17,456,097                   |       | 8,311,218                            |       | 44,330                                                         |       | 17,456,097       |       | 8,355,548           |       | 25,811,645       |       | (233,322 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Northgate S.C.           |       | DeLand, FL           |       | (4,608,906    | )          | 5,604,966                    |       | 13,389,270                           |       | 70,625                                                         |       | 5,604,966        |       | 13,459,895          |       | 19,064,861       |       | (308,420 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Sun Plaza                |       | Ft. Walton Beach, FL |       | (9,309,121    | )          | 7,832,598                    |       | 8,761,495                            |       |                                                           |       | 7,832,598        |       | 8,761,495           |       | 16,594,092       |       | (220,395 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| The Shoppes at Southside |       | Jacksonville, FL     |       |          |       | 9,612,958                    |       | 16,908,043                           |       |                                                           |       | 9,612,958        |       | 16,908,043          |       | 26,521,001       |       | (422,829 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Plaza 66                 |       | Kenneth City, FL     |       |          |       | 5,688,818                    |       | 3,146,672                            |       | 261,042                                                        |       | 5,688,818        |       | 3,407,714           |       | 9,096,532        |       | (93,994 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Ventura Downs            |       | Kissimmee, FL        |       |          |       | 4,893,477                    |       | 7,849,618                            |       |                                                           |       | 4,893,477        |       | 7,849,618           |       | 12,743,095       |       | (183,310 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Leesburg Square          |       | Leesburg, FL         |       |          |       | 1,319,082                    |       | 886,279                              |       |                                                           |       | 1,319,082        |       | 886,279             |       | 2,205,361        |       | (44,624 | ) | 1986 |   | Apr-07 |   | 40 years |   |
| Mall At 163rd Street     |       | Miami, FL            |       |          |       | 25,359,390                   |       | 17,327,643                           |       | 15,399                                                         |       | 25,359,390       |       | 17,343,042          |       | 42,702,433       |       | (618,776 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Miami Gardens            |       | Miami, FL            |       |          |       |                         |       | (11,761                              | )          |                                                           |       |             |       | (11,761             | )          | (11,761          | )          |   |   | 1996 |   | Apr-07 |   | 40 years |   |
| Freedom Square           |       | Naples, FL           |       |          |       | 12,142,093                   |       | 12,210,135                           |       |                                                           |       | 12,142,093       |       | 12,210,135          |       | 24,352,228       |       | (382,137 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Southgate                |       | New Port Richey, FL  |       |          |       | 16,035,583                   |       | 21,674,120                           |       | 79,550                                                         |       | 16,035,583       |       | 21,753,670          |       | 37,789,253       |       | (603,499 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Presidential Plaza       |       | North Lauderdale, FL |       |          |       | 5,896,441                    |       | 2,860,605                            |       | (292,470                                                       | )          | 5,896,441        |       | 2,568,135           |       | 8,464,575        |       | (85,080 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Pointe*Orlando           |       | Orlando, FL          |       |          |       | 16,645,389                   |       | 110,249,708                          |       | 535,533                                                        |       | 16,645,389       |       | 110,785,240         |       | 127,430,629      |       | (2,087,297 | ) | 2007 |   | Apr-07 |   | 40 years |   |

 

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| **COLUMN  A**              | ** ** | **COLUMN  B**         |       | **COLUMN  C** |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G**    |       | **COLUMN  H**       |       | **COLUMN  I**    | ** ** |
|----------------------------|------------|-----------------------|------------|---------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|------------------|------------|---------------------|------------|------------------|------------|
| ** **                 | ** ** | ** **            | ** ** | ** **    | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **       | ** ** | ** **          | ** ** | ** **       | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                 | ** ** | ** **            | ** ** | ** **    | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **       | ** ** | **Building  &** | ** ** | ** **       | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**            | ** ** | **Encumbrances**      | ** ** | **Land**      | ** ** | **Improvements**             | ** ** | **Improvements**                     | ** ** | **Land**                                                       | ** ** | **Improvements** | ** ** | **Total**           | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| 23rd Street Station        |       | Panama City, FL       |       |          |       | 3,446,393                    |       | 9,673,032                            |       | 150,310                                                        |       | 3,446,393        |       | 9,823,342           |       | 13,269,735       |       | (221,169 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Pensacola Square           |       | Pensacola, FL         |       |          |       | 3,394,405                    |       | 11,679,086                           |       | 35,000                                                         |       | 3,394,405        |       | 11,714,086          |       | 15,108,491       |       | (261,990 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Shoppes of Victoria Square |       | Port St. Lucie, FL    |       | (6,729,180    | )          | 3,891,777                    |       | 8,111,383                            |       |                                                           |       | 3,891,777        |       | 8,111,383           |       | 12,003,160       |       | (41,874 | ) | 1990 |   | Nov-07 |   | 40 years |   |
| Sarasota Village           |       | Sarasota, FL          |       | (10,850,000   | )          | 5,989,299                    |       | 12,483,114                           |       |                                                           |       | 5,989,299        |       | 12,483,114          |       | 18,472,413       |       | (64,442 | ) | 1998 |   | Nov-07 |   | 40 years |   |
| Atlantic Plaza             |       | Satellite Beach, FL   |       |          |       | 3,354,224                    |       | 8,219,981                            |       |                                                           |       | 3,354,224        |       | 8,219,981           |       | 11,574,205       |       | (41,206 | ) | 2007 |   | Nov-07 |   | 40 years |   |
| Seminole Plaza             |       | Seminole, FL          |       |          |       | 6,656,946                    |       | 6,777,390                            |       |                                                           |       | 6,656,946        |       | 6,777,390           |       | 13,434,336       |       | (199,129 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Eagles Park                |       | St. Petersburg, FL    |       |          |       | 3,258,719                    |       | 5,030,558                            |       | 9,150                                                          |       | 3,258,719        |       | 5,039,708           |       | 8,298,427        |       | (172,774 | ) | 1986 |   | Apr-07 |   | 40 years |   |
| Skyway Plaza               |       | St. Petersburg, FL    |       |          |       | 4,323,465                    |       | 8,096,664                            |       | 26,000                                                         |       | 4,323,465        |       | 8,122,664           |       | 12,446,129       |       | (189,213 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Tyrone Gardens - Consoli   |       | St. Petersburg, FL    |       | (8,742,324    | )          | 6,831,383                    |       | 9,866,058                            |       | 18,280                                                         |       | 6,831,383        |       | 9,884,338           |       | 16,715,721       |       | (265,523 | ) | 1998 |   | Apr-07 |   | 40 years |   |
| Tarpon Mall                |       | Tarpon Springs, FL    |       |          |       |                         |       | 38,728                               |       |                                                           |       |             |       | 38,728              |       | 38,728           |       |   |   | 2003 |   | Apr-07 |   | 40 years |   |
| Augusta West Plaza         |       | Augusta , GA          |       |          |       | 3,435,636                    |       | 7,160,678                            |       |                                                           |       | 3,435,636        |       | 7,160,678           |       | 10,596,314       |       | (36,966 | ) | 2006 |   | Nov-07 |   | 40 years |   |
| Sweetwater Village         |       | Austell, GA           |       |          |       | 2,677,641                    |       | 2,019,681                            |       |                                                           |       | 2,677,641        |       | 2,019,681           |       | 4,697,323        |       | (54,869 | ) | 1985 |   | Apr-07 |   | 40 years |   |
| Cedar Plaza                |       | Cedartown, GA         |       |          |       | 1,102,113                    |       | 5,742,819                            |       |                                                           |       | 1,102,113        |       | 5,742,819           |       | 6,844,932        |       | (132,492 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| Covered Bridge             |       | Clayton, GA           |       | (2,549,197    | )          | 1,152,064                    |       | 3,050,453                            |       | 3,425                                                          |       | 1,152,064        |       | 3,053,878           |       | 4,205,942        |       | (72,374 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Habersham Crossing         |       | Cornelia, GA          |       | (3,618,711    | )          | 1,949,950                    |       | 6,594,680                            |       |                                                           |       | 1,949,950        |       | 6,594,680           |       | 8,544,629        |       | (158,033 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| Covington Gallery          |       | Covington, GA         |       |          |       | 4,497,155                    |       | 7,206,102                            |       | 14,050                                                         |       | 4,497,155        |       | 7,220,152           |       | 11,717,307       |       | (173,686 | ) | 1991 |   | Apr-07 |   | 40 years |   |
| Midway Village             |       | Douglasville, GA      |       |          |       | 1,857,895                    |       | 2,271,021                            |       |                                                           |       | 1,857,895        |       | 2,271,021           |       | 4,128,916        |       | (114,612 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Westgate                   |       | Dublin, GA            |       |          |       | 1,373,553                    |       | 5,509,538                            |       | 27,310                                                         |       | 1,373,553        |       | 5,536,848           |       | 6,910,401        |       | (131,262 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Banks Station              |       | Fayetteville, GA      |       |          |       | 5,264,543                    |       | 10,972,550                           |       |                                                           |       | 5,264,543        |       | 10,972,550          |       | 16,237,092       |       | (56,644 | ) | 2006 |   | Nov-07 |   | 40 years |   |
| Mableton Walk              |       | Mableton, GA          |       |          |       |                         |       | (13,039                              | )          |                                                           |       |             |       | (13,039             | )          | (13,039          | )          |   |   | 1994 |   | Apr-07 |   | 40 years |   |
| Marshalls at Eastlake      |       | Marietta, GA          |       |          |       | 2,651,438                    |       | 2,641,120                            |       | 6,500                                                          |       | 2,651,438        |       | 2,647,620           |       | 5,299,058        |       | (88,004 | ) | 1982 |   | Apr-07 |   | 40 years |   |
| New Chastain Corners       |       | Marietta, GA          |       |          |       | 3,721,164                    |       | 9,762,029                            |       |                                                           |       | 3,721,164        |       | 9,762,029           |       | 13,483,192       |       | (226,859 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Pavilions at Eastlake      |       | Marietta, GA          |       |          |       |                         |       | (5,581                               | )          |                                                           |       |             |       | (5,581              | )          | (5,581           | )          |   |   | 1996 |   | Apr-07 |   | 40 years |   |
| Village At Southlake       |       | Morrow, GA            |       |          |       | 1,015,173                    |       | 3,575,658                            |       |                                                           |       | 1,015,173        |       | 3,575,658           |       | 4,590,831        |       | (93,905 | ) | 1983 |   | Apr-07 |   | 40 years |   |
| Merchants Crossing         |       | Newnan, GA            |       | (4,864,365    | )          | 4,431,715                    |       | 8,361,956                            |       | 1,106,772                                                      |       | 4,431,715        |       | 9,468,728           |       | 13,900,443       |       | (231,564 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Creekwood Shopping Center  |       | Rex, GA               |       |          |       |                         |       | (430,013                             | )          |                                                           |       |             |       | (430,013            | )          | (430,013         | )          |   |   | 1990 |   | Apr-07 |   | 40 years |   |
| Shops Of Riverdale         |       | Riverdale, GA         |       |          |       | 917,538                      |       | 1,054,899                            |       | 8,300                                                          |       | 917,538          |       | 1,063,199           |       | 1,980,737        |       | (23,236 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Eisenhower Square          |       | Savannah, GA          |       |          |       | 2,360,109                    |       | 9,099,758                            |       |                                                           |       | 2,360,109        |       | 9,099,758           |       | 11,459,868       |       | (198,087 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Victory Square             |       | Savannah, GA          |       |          |       | 6,315,369                    |       | 11,198,076                           |       |                                                           |       | 6,315,369        |       | 11,198,076          |       | 17,513,445       |       | (353,251 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| University Commons         |       | Statesboro, GA        |       |          |       | 468,324                      |       | 2,341,826                            |       |                                                           |       | 468,324          |       | 2,341,826           |       | 2,810,150        |       | (50,661 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| Stockbridge Village        |       | Stockbridge, GA       |       |          |       |                         |       | (29,856                              | )          |                                                           |       |             |       | (29,856             | )          | (29,856          | )          |   |   | 1991 |   | Apr-07 |   | 40 years |   |
| Stone Mountain Festival    |       | Stone Mountain, GA    |       |          |       | 8,001,840                    |       | 17,210,098                           |       |                                                           |       | 8,001,840        |       | 17,210,098          |       | 25,211,938       |       | (88,313 | ) | 2006 |   | Nov-07 |   | 40 years |   |
| Tift-Town                  |       | Tifton, GA            |       |          |       | 298,147                      |       | 899,970                              |       |                                                           |       | 298,147          |       | 899,970             |       | 1,198,117        |       | (31,750 | ) | 1965 |   | Apr-07 |   | 40 years |   |
| Kmart                      |       | Atlantic, IA          |       |          |       |                         |       | (801                                 | )          |                                                           |       |             |       | (801                | )          | (801             | )          |   |   | 1980 |   | Apr-07 |   | 40 years |   |
| Haymarket Mall             |       | Des Moines, IA        |       |          |       | 5,132,161                    |       | 7,522,382                            |       |                                                           |       | 5,132,161        |       | 7,522,382           |       | 12,654,543       |       | (238,061 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Annex of Arlington         |       | Arlington Heights, IL |       | (18,571,450   | )          | 7,437,601                    |       | 25,042,358                           |       | 110                                                            |       | 7,437,601        |       | 25,042,468          |       | 32,480,068       |       | (611,078 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Festival Center            |       | Bradley, IL           |       | (2,416,184    | )          | 290,693                      |       | 2,057,293                            |       |                                                           |       | 290,693          |       | 2,057,293           |       | 2,347,986        |       | (53,429 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Pershing Plaza             |       | Decatur, IL           |       |          |       | 87,332                       |       | 3,970,916                            |       |                                                           |       | 87,332           |       | 3,970,916           |       | 4,058,249        |       | (102,508 | ) | 1986 |   | Apr-07 |   | 40 years |   |
| Elk Grove Town Center      |       | Elk Grove Village, IL |       |          |       |                         |       | (17,527                              | )          |                                                           |       |             |       | (17,527             | )          | (17,527          | )          |   |   | 1998 |   | Apr-07 |   | 40 years |   |
| Freeport Plaza             |       | Freeport, IL          |       |          |       | 1,612,399                    |       | 2,894,348                            |       |                                                           |       | 1,612,399        |       | 2,894,348           |       | 4,506,747        |       | (94,135 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Westridge Court            |       | Naperville, IL        |       |          |       | 11,125,200                   |       | 64,325,951                           |       | 35                                                             |       | 11,125,200       |       | 64,325,986          |       | 75,451,186       |       | (1,379,207 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Olympia Corners            |       | Olympia Fields, IL    |       | (5,021,579    | )          | 4,664,069                    |       | 6,770,727                            |       |                                                           |       | 4,664,069        |       | 6,770,727           |       | 11,434,796       |       | (192,460 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Elkhart Plaza West         |       | Elkhart, IN           |       |          |       | 2,022,070                    |       | 6,132,695                            |       |                                                           |       | 2,022,070        |       | 6,132,695           |       | 8,154,765        |       | (168,543 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Elkhart Market Centre      |       | Goshen, IN            |       | (12,290,772   | )          | 5,664,641                    |       | 17,972,619                           |       | 150,261                                                        |       | 5,664,641        |       | 18,122,880          |       | 23,787,521       |       | (480,579 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| Valley View Plaza          |       | Marion, IN            |       |          |       | 916,671                      |       | 2,293,543                            |       |                                                           |       | 916,671          |       | 2,293,543           |       | 3,210,214        |       | (51,979 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Knox Plaza                 |       | Vincennes, IN         |       |          |       | 1,009,684                    |       | 1,300,921                            |       |                                                           |       | 1,009,684        |       | 1,300,921           |       | 2,310,605        |       | (43,228 | ) | 1989 |   | Apr-07 |   | 40 years |   |

 

F-60

----

Table of Contents

 
| **COLUMN  A**                 | ** ** | **COLUMN  B**        |       | **COLUMN  C** |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G**    |       | **COLUMN  H**       |       | **COLUMN  I**    | ** ** |
|-------------------------------|------------|----------------------|------------|---------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|------------------|------------|---------------------|------------|------------------|------------|
| ** **                    | ** ** | ** **           | ** ** | ** **    | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **       | ** ** | ** **          | ** ** | ** **       | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                    | ** ** | ** **           | ** ** | ** **    | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **       | ** ** | **Building  &** | ** ** | ** **       | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**               | ** ** | **Encumbrances**     | ** ** | **Land**      | ** ** | **Improvements**             | ** ** | **Improvements**                     | ** ** | **Land**                                                       | ** ** | **Improvements** | ** ** | **Total**           | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| Wabash Crossing               |       | Wabash, IN           |       |          |       | 904,985                      |       | 3,763,208                            |       |                                                           |       | 904,985          |       | 3,763,208           |       | 4,668,193        |       | (233,988 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Florence Plaza                |       | Florence, KY         |       |          |       | 2,607,249                    |       | 2,893,481                            |       | 2,049,212                                                      |       | 2,607,249        |       | 4,942,693           |       | 7,549,942        |       | (105,040 | ) | 1985 |   | Apr-07 |   | 40 years |   |
| Florence Square               |       | Florence, KY         |       | (15,106,173   | )          | 19,526,801                   |       | 37,064,219                           |       | 36,139                                                         |       | 19,526,801       |       | 37,100,358          |       | 56,627,160       |       | (832,963 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Highland Commons              |       | Glasgow, KY          |       | (3,029,389    | )          | 2,656,732                    |       | 5,479,189                            |       |                                                           |       | 2,656,732        |       | 5,479,189           |       | 8,135,921        |       | (128,096 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Jefferson Towne Commons       |       | Jeffersontown, KY    |       |          |       | 5,947,782                    |       | 7,477,781                            |       | 2,410,020                                                      |       | 5,947,782        |       | 9,887,801           |       | 15,835,583       |       | (240,024 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Mist Lake Plaza               |       | Lexington, KY        |       |          |       | 11,795,776                   |       | 7,207,940                            |       |                                                           |       | 11,795,776       |       | 7,207,940           |       | 19,003,715       |       | (198,330 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Eastgate Shopping Center      |       | Louisville, KY       |       |          |       | 8,224,237                    |       | 10,784,922                           |       | 8,322                                                          |       | 8,224,237        |       | 10,793,244          |       | 19,017,482       |       | (253,366 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Piccadilly Shopping Plaza     |       | Louisville, KY       |       |          |       | 3,789,390                    |       | 2,063,227                            |       | 263,440                                                        |       | 3,789,390        |       | 2,326,668           |       | 6,116,057        |       | (65,018 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Towne Square North            |       | Owensboro, KY        |       |          |       | 4,990,803                    |       | 7,353,361                            |       | 119,048                                                        |       | 4,990,803        |       | 7,472,409           |       | 12,463,212       |       | (193,983 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Lexington Road Plaza          |       | Versailles, KY       |       | (5,709,258    | )          | 4,372,189                    |       | 12,158,233                           |       | 1,429,886                                                      |       | 4,372,189        |       | 13,588,118          |       | 17,960,307       |       | (290,097 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Iberia Plaza                  |       | New Iberia, LA       |       |          |       | 782,119                      |       | 6,611,632                            |       |                                                           |       | 782,119          |       | 6,611,632           |       | 7,393,751        |       | (163,304 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Lagniappe Village             |       | New Iberia, LA       |       |          |       | 1,461,578                    |       | 7,594,714                            |       |                                                           |       | 1,461,578        |       | 7,594,714           |       | 9,056,292        |       | (171,060 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| The Pines                     |       | Pineville, LA        |       |          |       | 3,015,502                    |       | 6,285,019                            |       |                                                           |       | 3,015,502        |       | 6,285,019           |       | 9,300,522        |       | (32,446 | ) | 1991 |   | Nov-07 |   | 40 years |   |
| Holyoke Shopping Center       |       | Holyoke, MA          |       |          |       | 6,140,219                    |       | 6,040,316                            |       |                                                           |       | 6,140,219        |       | 6,040,316           |       | 12,180,535       |       | (168,287 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Liberty Plaza                 |       | Randallstown, MD     |       |          |       | 4,793,337                    |       | 424,424                              |       | 976,728                                                        |       | 4,793,337        |       | 1,401,152           |       | 6,194,489        |       | (61,363 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Rising Sun Towne Centre       |       | Rising Sun, MD       |       |          |       | 5,240,224                    |       | 10,179,938                           |       | 3,227                                                          |       | 5,240,224        |       | 10,183,164          |       | 15,423,389       |       | (212,284 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Maple Village                 |       | Ann Arbor, MI        |       |          |       |                         |       | (924                                 | )          |                                                           |       |             |       | (924                | )          | (924             | )          |   |   | 2000 |   | Apr-07 |   | 40 years |   |
| Grand Crossing                |       | Brighton, MI         |       |          |       | 2,043,079                    |       | 5,360,195                            |       | 1,714                                                          |       | 2,043,079        |       | 5,361,909           |       | 7,404,988        |       | (138,113 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Farmington Crossroads         |       | Farmington, MI       |       |          |       | 4,060,653                    |       | 5,025,940                            |       |                                                           |       | 4,060,653        |       | 5,025,940           |       | 9,086,593        |       | (135,609 | ) | 1986 |   | Apr-07 |   | 40 years |   |
| Silver Lake                   |       | Fenton, MI           |       |          |       | 1,839,686                    |       | 8,294,220                            |       |                                                           |       | 1,839,686        |       | 8,294,220           |       | 10,133,906       |       | (221,819 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Silver Pointe Shopping Center |       | Fenton, MI           |       | (6,824,520    | )          | 1,877,941                    |       | 7,327,090                            |       |                                                           |       | 1,877,941        |       | 7,327,090           |       | 9,205,031        |       | (168,357 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Fremont                       |       | Fremont, MI          |       |          |       | 1,812,425                    |       | 655,597                              |       | 317,066                                                        |       | 1,812,425        |       | 972,663             |       | 2,785,088        |       | (46,410 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Cascade East                  |       | Grand Rapids, MI     |       |          |       |                         |       | (6,534                               | )          |                                                           |       |             |       | (6,534              | )          | (6,534           | )          |   |   | 1983 |   | Apr-07 |   | 40 years |   |
| Kentwood                      |       | Kentwood, MI         |       |          |       | 1,462,721                    |       | 1,022,713                            |       |                                                           |       | 1,462,721        |       | 1,022,713           |       | 2,485,434        |       | (32,785 | ) | 1987 |   | Apr-07 |   | 40 years |   |
| Hampton Village Centre        |       | Rochester Hills, MI  |       | (29,858,364   | )          | 13,097,907                   |       | 56,079,115                           |       | 64,550                                                         |       | 13,097,907       |       | 56,143,665          |       | 69,241,572       |       | (1,125,919 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Hall Road Crossing            |       | Shelby Township, MI  |       |          |       | 6,116,279                    |       | 15,866,605                           |       | 26,300                                                         |       | 6,116,279        |       | 15,892,905          |       | 22,009,184       |       | (373,999 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Harvest Place                 |       | Stevensville, MI     |       |          |       | 1,057,893                    |       | 4,547,937                            |       |                                                           |       | 1,057,893        |       | 4,547,937           |       | 5,605,830        |       | (109,208 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| West Ridge Shopping Center    |       | Westland, MI         |       | (10,660,250   | )          | 5,505,020                    |       | 7,862,135                            |       | 260,000                                                        |       | 5,505,020        |       | 8,122,135           |       | 13,627,156       |       | (209,414 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Westland Crossing             |       | Westland, MI         |       |          |       | 2,197,548                    |       | 2,640,310                            |       |                                                           |       | 2,197,548        |       | 2,640,310           |       | 4,837,858        |       | (173,082 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| University IV                 |       | Spring Lake Park, MN |       | (1,575,473    | )          | 478,653                      |       | 624,800                              |       |                                                           |       | 478,653          |       | 624,800             |       | 1,103,453        |       | (54,444 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Clinton Shopping Center       |       | Clinton, MS          |       |          |       | 1,778,476                    |       | 4,973,316                            |       |                                                           |       | 1,778,476        |       | 4,973,316           |       | 6,751,792        |       | (24,409 | ) | 2007 |   | Nov-07 |   | 40 years |   |
| Macon Plaza                   |       | Franklin, NC         |       |          |       | 3,399,245                    |       | 1,378,958                            |       | 5,600                                                          |       | 3,399,245        |       | 1,384,558           |       | 4,783,804        |       | (60,321 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Foothills Market              |       | Jonesville, NC       |       |          |       | 427,340                      |       | 1,818,690                            |       |                                                           |       | 427,340          |       | 1,818,690           |       | 2,246,030        |       | (39,808 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Chapel Square                 |       | Kannapolis, NC       |       | (1,166,793    | )          | 529,415                      |       | 1,890,340                            |       |                                                           |       | 529,415          |       | 1,890,340           |       | 2,419,755        |       | (43,220 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Kinston Pointe                |       | Kinston, NC          |       |          |       | 1,321,903                    |       | 8,320,253                            |       | 24,800                                                         |       | 1,321,903        |       | 8,345,053           |       | 9,666,955        |       | (229,734 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Roxboro Square                |       | Roxboro, NC          |       |          |       | 1,766,782                    |       | 6,006,499                            |       |                                                           |       | 1,766,782        |       | 6,006,499           |       | 7,773,280        |       | (126,442 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Siler Crossing                |       | Siler City, NC       |       |          |       | 1,497,519                    |       | 2,716,542                            |       |                                                           |       | 1,497,519        |       | 2,716,542           |       | 4,214,061        |       | (79,057 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Crossroads Center             |       | Statesville, NC      |       |          |       |                         |       | (21,481                              | )          |                                                           |       |             |       | (21,481             | )          | (21,481          | )          |   |   | 1997 |   | Apr-07 |   | 40 years |   |
| Thomasville Crossing          |       | Thomasville, NC      |       |          |       | 1,318,076                    |       | 6,468,181                            |       |                                                           |       | 1,318,076        |       | 6,468,181           |       | 7,786,257        |       | (180,680 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Anson Station                 |       | Wadesboro, NC        |       |          |       | 1,130,582                    |       | 2,889,262                            |       | 48,500                                                         |       | 1,130,582        |       | 2,937,762           |       | 4,068,345        |       | (92,383 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Roanoke Landing               |       | Williamston, NC      |       |          |       | 1,069,911                    |       | 2,129,842                            |       |                                                           |       | 1,069,911        |       | 2,129,842           |       | 3,199,753        |       | (53,898 | ) | 1991 |   | Apr-07 |   | 40 years |   |
| Laurel Square                 |       | Brick, NJ            |       |          |       | 11,783,875                   |       | 27,323,761                           |       | 44,875                                                         |       | 11,783,875       |       | 27,368,636          |       | 39,152,511       |       | (608,449 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| the Shoppes at Cinnaminson    |       | Cinnaminson, NJ      |       |          |       | 11,000,000                   |       | 4,889,287                            |       |                                                           |       | 11,000,000       |       | 4,889,287           |       | 15,889,287       |       | (577,902 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| A&P Fresh Market          |       | Clark, NJ            |       |          |       |                         |       | 1,175,554                            |       |                                                           |       |             |       | 1,175,554           |       | 1,175,554        |       | (223,079 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Hamilton Plaza - Kmart Plaza  |       | Hamilton, NJ         |       |          |       | 3,790,930                    |       | 9,667,854                            |       | 27,063                                                         |       | 3,790,930        |       | 9,694,917           |       | 13,485,847       |       | (263,864 | ) | 1972 |   | Apr-07 |   | 40 years |   |
| Middletown Plaza              |       | Middletown, NJ       |       |          |       | 12,226,323                   |       | 36,411,558                           |       | 65,995                                                         |       | 12,226,323       |       | 36,477,553          |       | 48,703,875       |       | (742,602 | ) | 2002 |   | Apr-07 |   | 40 years |   |

 

F-61

----

Table of Contents

 
| **COLUMN  A**                | ** ** | **COLUMN  B**     |       | **COLUMN  C** |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G**    |       | **COLUMN  H**       |       | **COLUMN  I**    | ** ** |
|------------------------------|------------|-------------------|------------|---------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|------------------|------------|---------------------|------------|------------------|------------|
| ** **                   | ** ** | ** **        | ** ** | ** **    | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **       | ** ** | ** **          | ** ** | ** **       | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                   | ** ** | ** **        | ** ** | ** **    | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **       | ** ** | **Building  &** | ** ** | ** **       | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**              | ** ** | **Encumbrances**  | ** ** | **Land**      | ** ** | **Improvements**             | ** ** | **Improvements**                     | ** ** | **Land**                                                       | ** ** | **Improvements** | ** ** | **Total**           | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| Tinton Falls Plaza           |       | Tinton Falls, NJ  |       |          |       | 3,879,169                    |       | 11,318,922                           |       | 102,757                                                        |       | 3,879,169        |       | 11,421,679          |       | 15,300,848       |       | (259,759 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Paseo del Norte - SOLD       |       | Albuquerque, NM   |       |          |       | 2,849,522                    |       | 1,384,373                            |       |                                                           |       | 2,849,522        |       | 1,384,373           |       | 4,233,895        |       | (28,804 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Socorro                      |       | Socorro, NM       |       | (1,371,617    | )          | 655,334                      |       | 4,590,045                            |       |                                                           |       | 655,334          |       | 4,590,045           |       | 5,245,379        |       | (95,448 | ) | 1976 |   | Apr-07 |   | 40 years |   |
| Renaissance Center East      |       | Las Vegas, NV     |       |          |       |                         |       | (7,678                               | )          |                                                           |       |             |       | (7,678              | )          | (7,678           | )          |   |   | 2006 |   | Apr-07 |   | 40 years |   |
| Kietzke Center               |       | Reno, NV          |       |          |       | 10,115,031                   |       | 4,422,900                            |       | 205,093                                                        |       | 10,115,031       |       | 4,627,993           |       | 14,743,025       |       | (109,317 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Cortlandville Plaza          |       | Cortland, NY      |       |          |       | 705,158                      |       | 2,268,246                            |       |                                                           |       | 705,158          |       | 2,268,246           |       | 2,973,404        |       | (63,911 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| Kmart Plaza                  |       | De Witt, NY       |       |          |       | 2,440,225                    |       | 5,181,217                            |       |                                                           |       | 2,440,225        |       | 5,181,217           |       | 7,621,442        |       | (186,048 | ) | 1970 |   | Apr-07 |   | 40 years |   |
| Unity Plaza                  |       | East Fishkill, NY |       |          |       | 6,866,928                    |       | 13,320,846                           |       |                                                           |       | 6,866,928        |       | 13,320,846          |       | 20,187,775       |       | (330,178 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Elmira Plaza                 |       | Elmira, NY        |       |          |       | 437,674                      |       | 1,192,174                            |       |                                                           |       | 437,674          |       | 1,192,174           |       | 1,629,848        |       | (38,438 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Stewart Plaza                |       | Garden City, NY   |       |          |       | 13,447,584                   |       | 16,046,944                           |       | 32,625                                                         |       | 13,447,584       |       | 16,079,569          |       | 29,527,153       |       | (362,455 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| Pyramid Mall                 |       | Geneva, NY        |       |          |       | 1,370,086                    |       | 4,002,236                            |       | 5,222,308                                                      |       | 1,370,086        |       | 9,224,543           |       | 10,594,629       |       | (248,534 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Transit Road Plaza           |       | Lockport, NY      |       |          |       | 686,085                      |       | 9,239,336                            |       | 42,000                                                         |       | 686,085          |       | 9,281,336           |       | 9,967,421        |       | (235,688 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Sunshine Square              |       | Medford, NY       |       | (6,802,256    | )          | 12,609,167                   |       | 14,611,189                           |       | 4,018,666                                                      |       | 12,609,167       |       | 18,629,855          |       | 31,239,022       |       | (469,297 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Wallkill Plaza               |       | Middletown, NY    |       |          |       | 6,396,354                    |       | 23,812,876                           |       |                                                           |       | 6,396,354        |       | 23,812,876          |       | 30,209,230       |       | (578,109 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Monroe Shoprite Plaza        |       | Monroe, NY        |       |          |       | 3,921,304                    |       | 13,640,842                           |       |                                                           |       | 3,921,304        |       | 13,640,842          |       | 17,562,146       |       | (301,414 | ) | 1985 |   | Apr-07 |   | 40 years |   |
| Rockland Plaza               |       | Nanuet, NY        |       |          |       | 34,300,542                   |       | 37,094,811                           |       | 4,375,009                                                      |       | 34,300,542       |       | 41,469,820          |       | 75,770,362       |       | (886,975 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Mohawk Acres                 |       | Rome, NY          |       |          |       | 4,042,860                    |       | 9,966,131                            |       | 30,045                                                         |       | 4,042,860        |       | 9,996,176           |       | 14,039,037       |       | (259,202 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Price Chopper Plaza          |       | Rome, NY          |       |          |       | 862,726                      |       | 1,483,928                            |       |                                                           |       | 862,726          |       | 1,483,928           |       | 2,346,654        |       | (38,811 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Village Center               |       | Smithtown, NY     |       | (4,016,577    | )          | 8,629,297                    |       | 19,330,119                           |       | 1,548,485                                                      |       | 8,629,297        |       | 20,878,605          |       | 29,507,902       |       | (476,673 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Springbrook Plaza            |       | Canton, OH        |       |          |       | 3,438,801                    |       | 10,591,072                           |       |                                                           |       | 3,438,801        |       | 10,591,072          |       | 14,029,873       |       | (261,379 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Brentwood Plaza              |       | Cincinnati, OH    |       |          |       | 5,286,124                    |       | 16,282,402                           |       | 51,641                                                         |       | 5,286,124        |       | 16,334,043          |       | 21,620,168       |       | (465,437 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Delhi Shopping Center        |       | Cincinnati, OH    |       |          |       | 3,778,442                    |       | 10,938,273                           |       | 1,015                                                          |       | 3,778,442        |       | 10,939,288          |       | 14,717,730       |       | (256,040 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Harpers Station              |       | Cincinnati, OH    |       |          |       | 5,421,350                    |       | 20,908,823                           |       | 11,046                                                         |       | 5,421,350        |       | 20,919,869          |       | 26,341,220       |       | (538,970 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Hillcrest Square             |       | Cincinnati, OH    |       |          |       | 4,156,612                    |       | (8,682                               | )          | 44,999                                                         |       | 4,156,612        |       | 36,317              |       | 4,192,930        |       | (1 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Western Hills Plaza          |       | Cincinnati, OH    |       |          |       | 6,222,565                    |       | 27,808,139                           |       | 315,408                                                        |       | 6,222,565        |       | 28,123,547          |       | 34,346,112       |       | (702,914 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Western Village              |       | Cincinnati, OH    |       |          |       | 3,274,352                    |       | 10,521,516                           |       | 548,744                                                        |       | 3,274,352        |       | 11,070,260          |       | 14,344,611       |       | (320,609 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Crown Point                  |       | Columbus, OH      |       |          |       |                         |       | (7,617                               | )          |                                                           |       |             |       | (7,617              | )          | (7,617           | )          |   |   | 1998 |   | Apr-07 |   | 40 years |   |
| Greentree Shopping Center    |       | Columbus, OH      |       | (4,915,105    | )          | 4,313,398                    |       | 10,744,068                           |       | 42,009                                                         |       | 4,313,398        |       | 10,786,077          |       | 15,099,475       |       | (303,064 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Karl Plaza                   |       | Columbus, OH      |       | (3,644,091    | )          | 2,068,892                    |       | 4,398,850                            |       |                                                           |       | 2,068,892        |       | 4,398,850           |       | 6,467,742        |       | (122,498 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| South Towne Centre           |       | Dayton, OH        |       |          |       | 6,991,885                    |       | 24,590,173                           |       |                                                           |       | 6,991,885        |       | 24,590,173          |       | 31,582,058       |       | (871,754 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| The Vineyards                |       | Eastlake, OH      |       | (7,738,634    | )          | 1,112,891                    |       | 4,094,208                            |       |                                                           |       | 1,112,891        |       | 4,094,208           |       | 5,207,099        |       | (98,444 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Midway Crossing              |       | Elyria, OH        |       |          |       | 5,299,607                    |       | 10,660,940                           |       | 623,787                                                        |       | 5,299,607        |       | 11,284,726          |       | 16,584,333       |       | (284,832 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Midway Market Square         |       | Elyria, OH        |       | (14,805,109   | )          | 6,932,338                    |       | 20,977,474                           |       |                                                           |       | 6,932,338        |       | 20,977,474          |       | 27,909,811       |       | (514,538 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| New Boston                   |       | New Boston, OH    |       |          |       | 1,748,328                    |       | 1,525,015                            |       | 2,116,094                                                      |       | 1,748,328        |       | 3,641,109           |       | 5,389,437        |       | (119,907 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Great Eastern Shopping Plaza |       | Northwood, OH     |       |          |       | 2,831,232                    |       | 5,900,955                            |       |                                                           |       | 2,831,232        |       | 5,900,955           |       | 8,732,187        |       | (30,463 | ) | 1956 |   | Nov-07 |   | 40 years |   |
| Surrey Square Mall           |       | Norwood, OH       |       |          |       | 3,300,000                    |       | 10,340,982                           |       |                                                           |       | 3,300,000        |       | 10,340,982          |       | 13,640,982       |       | (291,906 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Market Place                 |       | Piqua, OH         |       |          |       | 1,896,630                    |       | 314,773                              |       | 2,806,142                                                      |       | 1,896,630        |       | 3,120,914           |       | 5,017,545        |       | (125,972 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Starlite Plaza               |       | Sylvania, OH      |       |          |       | 1,753,116                    |       | 11,565,028                           |       | 76,909                                                         |       | 1,753,116        |       | 11,641,937          |       | 13,395,053       |       | (280,050 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Alexis Park                  |       | Toledo, OH        |       |          |       | 1,052,211                    |       | 3,620,618                            |       | 51,316                                                         |       | 1,052,211        |       | 3,671,934           |       | 4,724,145        |       | (99,153 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Miracle Mile Shopping Plaza  |       | Toledo, OH        |       |          |       | 5,792,241                    |       | 12,154,964                           |       |                                                           |       | 5,792,241        |       | 12,154,964          |       | 17,947,204       |       | (62,666 | ) | 2007 |   | Nov-07 |   | 40 years |   |
| Southland Shopping Plaza     |       | Toledo, OH        |       |          |       | 2,559,016                    |       | 8,554,111                            |       | 2,500                                                          |       | 2,559,016        |       | 8,556,611           |       | 11,115,627       |       | (265,772 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Marketplace                  |       | Tulsa, OK         |       | (8,675,055    | )          | 8,697,990                    |       | 12,880,570                           |       |                                                           |       | 8,697,990        |       | 12,880,570          |       | 21,578,560       |       | (296,819 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Bethel Park                  |       | Bethel Park, PA   |       |          |       | 7,434,176                    |       | 16,294,753                           |       |                                                           |       | 7,434,176        |       | 16,294,753          |       | 23,728,929       |       | (439,341 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| New Britain Village Square   |       | Chalfont, PA      |       |          |       | 7,542,901                    |       | 22,401,113                           |       | 19,995                                                         |       | 7,542,901        |       | 22,421,108          |       | 29,964,010       |       | (454,366 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Harveys                      |       | Clearfield, PA    |       |          |       | 250,252                      |       | 87,568                               |       |                                                           |       | 250,252          |       | 87,568              |       | 337,820          |       | (57,033 | ) | 1982 |   | Apr-07 |   | 40 years |   |
| Laurel Mall                  |       | Connellsville, PA |       |          |       |                         |       | 3,804,531                            |       |                                                           |       |             |       | 3,804,531           |       | 3,804,531        |       | (84,976 | ) | 1970 |   | Apr-07 |   | 40 years |   |

 

F-62

----

Tableof Contents

 
| **COLUMN  A**                | ** ** | **COLUMN  B**        |       | **COLUMN  C**    |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G** |       | **COLUMN  H**       |       | **COLUMN  I** | ** ** |
|------------------------------|------------|----------------------|------------|------------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|---------------|------------|---------------------|------------|---------------|------------|
| ** **                   | ** ** | ** **           | ** ** | ** **       | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **    | ** ** | ** **          | ** ** | ** **    | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                   | ** ** | ** **           | ** ** | ** **       | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **    | ** ** | **Building  &** | ** ** | ** **    | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**              | ** ** | ** **           | ** ** | **Encumbrances** | ** ** | **Land**                     | ** ** | **Improvements**                     | ** ** | **Improvements**                                               | ** ** | **Land**      | ** ** | **Improvements**    | ** ** | **Total**     | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| Dickson City Crossings       |       | Dickson City, PA     |       | 35,086           | ** ** | 8,762,672                    |       | 36,989,895                           |       | 5,000                                                          |       | 8,762,672     |       | 36,994,895          |       | 45,757,568    |       | (799,769 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Dillsburg Shopping Cente     |       | Dillsburg, PA        |       |             |       | 6,836,416                    |       | 20,064,381                           |       | 71,596                                                         |       | 6,836,416     |       | 20,135,977          |       | 26,972,393    |       | (426,791 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| New Garden Shopping Center   |       | Kennett Square, PA   |       |             |       | 2,099,634                    |       | 15,568,054                           |       | 53,248                                                         |       | 2,099,634     |       | 15,621,302          |       | 17,720,936    |       | (363,369 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Stone Mill Plaza             |       | Lancaster, PA        |       |             |       | 1,733,390                    |       | 13,685,152                           |       | 47,521                                                         |       | 1,733,390     |       | 13,732,672          |       | 15,466,063    |       | (270,204 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Ivyridge                     |       | Philadelphia, PA     |       |             |       | 4,237,414                    |       | 14,722,389                           |       |                                                           |       | 4,237,414     |       | 14,722,389          |       | 18,959,803    |       | (324,030 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Roosevelt Mall               |       | Philadelphia, PA     |       |             |       | 14,588,350                   |       | 100,987,844                          |       | 131,700                                                        |       | 14,588,350    |       | 101,119,544         |       | 115,707,894   |       | (2,259,703 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Hampton Square               |       | Southampton, PA      |       |             |       | 1,121,291                    |       | 5,200,212                            |       |                                                           |       | 1,121,291     |       | 5,200,212           |       | 6,321,502     |       | (109,472 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Hunt River Commons           |       | North Kingstown, RI  |       | (7,027,708       | )          | 6,440,181                    |       | 12,554,413                           |       | 4,455                                                          |       | 6,440,181     |       | 12,558,869          |       | 18,999,050    |       | (281,799 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Circle Center                |       | Hilton Head, SC      |       |             |       | 3,563,129                    |       | 5,975,013                            |       |                                                           |       | 3,563,129     |       | 5,975,013           |       | 9,538,142     |       | (123,948 | ) | 2000 |   | Apr-07 |   | 40 years |   |
| Lexington Town Square        |       | Lexington, SC        |       |             |       | 1,700,472                    |       | 2,970,307                            |       | 7,230                                                          |       | 1,700,472     |       | 2,977,537           |       | 4,678,008     |       | (115,471 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Festival Centre              |       | North Charleston, SC |       |             |       | 8,757,402                    |       | 1,758,357                            |       | 167,098                                                        |       | 8,757,402     |       | 1,925,454           |       | 10,682,856    |       | (158,964 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Hillcrest Shopping Center    |       | Spartanburg, SC      |       | (17,002,980      | )          | 5,286,085                    |       | 35,345,811                           |       |                                                           |       | 5,286,085     |       | 35,345,811          |       | 40,631,895    |       | (824,283 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Shoppes at Hickory Hollow    |       | Antioch, TN          |       | (10,815,621      | )          | 4,468,257                    |       | 9,643,032                            |       | 248,910                                                        |       | 4,468,257     |       | 9,891,942           |       | 14,360,199    |       | (231,021 | ) | 1986 |   | Apr-07 |   | 40 years |   |
| Congress Crossing            |       | Athens, TN           |       |             |       | 2,743,650                    |       | 7,703,926                            |       | 1,062,364                                                      |       | 2,743,650     |       | 8,766,291           |       | 11,509,940    |       | (219,210 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| St. Elmo Central             |       | Chattanooga, TN      |       |             |       | 1,423,263                    |       | 4,204,525                            |       |                                                           |       | 1,423,263     |       | 4,204,525           |       | 5,627,788     |       | (106,642 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Saddletree Village           |       | Columbia, TN         |       | (1,288,771       | )          | 679,488                      |       | 1,504,628                            |       | 10,428                                                         |       | 679,488       |       | 1,515,055           |       | 2,194,544     |       | (44,200 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| West Towne Square            |       | Elizabethton, TN     |       |             |       | 2,495,354                    |       | 16,569                               |       |                                                           |       | 2,495,354     |       | 16,569              |       | 2,511,923     |       | (70,040 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Greeneville Commons          |       | Greeneville, TN      |       |             |       | 3,161,705                    |       | 13,094,422                           |       |                                                           |       | 3,161,705     |       | 13,094,422          |       | 16,256,127    |       | (293,624 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Hazel Path Commons           |       | Hendersonville, TN   |       |             |       | 4,410,237                    |       | 4,038,912                            |       | 7,520                                                          |       | 4,410,237     |       | 4,046,432           |       | 8,456,669     |       | (173,795 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Kimball Crossing             |       | Kimball, TN          |       |             |       | 3,418,601                    |       | 16,170,181                           |       |                                                           |       | 3,418,601     |       | 16,170,181          |       | 19,588,783    |       | (367,161 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Chapman-Ford Crossing        |       | Knoxville, TN        |       |             |       | 5,712,871                    |       | 1,818,007                            |       | 3,356,834                                                      |       | 5,712,871     |       | 5,174,841           |       | 10,887,712    |       | (93,127 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Farrar Place Shopping Center |       | Manchester, TN       |       |             |       | 1,369,301                    |       | 1,165,567                            |       |                                                           |       | 1,369,301     |       | 1,165,567           |       | 2,534,868     |       | (35,422 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Memphis Commons              |       | Memphis, TN          |       | (17,409,840      | )          | 12,078,545                   |       | 20,842,911                           |       |                                                           |       | 12,078,545    |       | 20,842,911          |       | 32,921,457    |       | (439,180 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Shelby Square                |       | Memphis, TN          |       |             |       | 1,867,361                    |       | 3,892,021                            |       |                                                           |       | 1,867,361     |       | 3,892,021           |       | 5,759,382     |       | (20,092 | ) | 1989 |   | Nov-07 |   | 40 years |   |
| Apison Crossing              |       | Ooltewah, TN         |       |             |       | 368,692                      |       | 1,034,188                            |       |                                                           |       | 368,692       |       | 1,034,188           |       | 1,402,879     |       | (26,929 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Madison Street Station       |       | Shelbyville,TN       |       |             |       | 970,127                      |       | 2,570,636                            |       |                                                           |       | 970,127       |       | 2,570,636           |       | 3,540,763     |       | (70,469 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Palm Plaza                   |       | Aransas, TX          |       | (1,173,093       | )          | 1,305,961                    |       | 1,699,389                            |       |                                                           |       | 1,305,961     |       | 1,699,389           |       | 3,005,349     |       | (62,668 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Bardin Place Center          |       | Arlington, TX        |       |             |       |                         |       | (14,233                              | )          |                                                           |       |          |       | (14,233             | )          | (14,233       | )          |   |   | 1993 |   | Apr-07 |   | 40 years |   |
| Parmer Crossing              |       | Austin, TX           |       |             |       | 4,594,264                    |       | 10,050,441                           |       |                                                           |       | 4,594,264     |       | 10,050,441          |       | 14,644,705    |       | (51,410 | ) | 2004 |   | Nov-07 |   | 40 years |   |
| Baytown Shopping Center      |       | Baytown, TX          |       | (3,555,375       | )          | 1,144,575                    |       | 6,533,886                            |       |                                                           |       | 1,144,575     |       | 6,533,886           |       | 7,678,461     |       | (150,932 | ) | 1987 |   | Apr-07 |   | 40 years |   |
| Harwood Central Village      |       | Bedford, TX          |       | (9,050,000       | )          | 3,696,512                    |       | 7,796,675                            |       |                                                           |       | 3,696,512     |       | 7,796,675           |       | 11,493,187    |       | (40,157 | ) | 1986 |   | Nov-07 |   | 40 years |   |
| Cedar Bellaire               |       | Bellaire, TX         |       | (2,068,254       | )          | 2,691,539                    |       | 2,477,483                            |       |                                                           |       | 2,691,539     |       | 2,477,483           |       | 5,169,022     |       | (57,401 | ) | 1994 |   | Apr-07 |   | 40 years |   |
| El Camino                    |       | Bellaire, TX         |       | (1,649,550       | )          | 3,063,937                    |       | 1,139,473                            |       |                                                           |       | 3,063,937     |       | 1,139,473           |       | 4,203,409     |       | (29,232 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Rice Bellaire                |       | Bellaire, TX         |       |             |       |                         |       | (3,172                               | )          |                                                           |       |          |       | (3,172              | )          | (3,172        | )          |   |   | 2000 |   | Apr-07 |   | 40 years |   |
| Brenham Four Corners         |       | Brenham, TX          |       | (4,295,326       | )          | 1,545,928                    |       | 8,791,759                            |       |                                                           |       | 1,545,928     |       | 8,791,759           |       | 10,337,687    |       | (194,643 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Bryan Square                 |       | Bryan, TX            |       | (721,904         | )          | 372,132                      |       | 422,666                              |       |                                                           |       | 372,132       |       | 422,666             |       | 794,798       |       | (8,519 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Townshire                    |       | Bryan, TX            |       |             |       | 3,050,758                    |       | 5,651,028                            |       |                                                           |       | 3,050,758     |       | 5,651,028           |       | 8,701,786     |       | (120,357 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Rock Prairie Crossing        |       | College Station, TX  |       |             |       |                         |       | (7,267                               | )          |                                                           |       |          |       | (7,267              | )          | (7,267        | )          |   |   | 2002 |   | Apr-07 |   | 40 years |   |
| Carmel Village               |       | CorpusChristi, TX    |       | (2,490,567       | )          | 1,559,767                    |       | 4,358,868                            |       |                                                           |       | 1,559,767     |       | 4,358,868           |       | 5,918,636     |       | (115,298 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Five Points                  |       | CorpusChristi, TX    |       | (6,497,132       | )          | 4,236,862                    |       | 12,822,346                           |       |                                                           |       | 4,236,862     |       | 12,822,346          |       | 17,059,208    |       | (458,008 | ) | 1993 |   | Apr-07 |   | 40 years |   |
| Claremont Village            |       | Dallas, TX           |       | (2,057,425       | )          | 1,177,880                    |       | 3,899,600                            |       | 39,848                                                         |       | 1,177,880     |       | 3,939,448           |       | 5,117,328     |       | (82,787 | ) | 1976 |   | Apr-07 |   | 40 years |   |
| Jeff Davis                   |       | Dallas, TX           |       | (2,273,996       | )          | 1,956,239                    |       | 3,374,523                            |       |                                                           |       | 1,956,239     |       | 3,374,523           |       | 5,330,762     |       | (93,335 | ) | 1975 |   | Apr-07 |   | 40 years |   |
| Spring Valley Crossing       |       | Dallas, TX           |       |             |       | 2,005,038                    |       | 4,193,171                            |       |                                                           |       | 2,005,038     |       | 4,193,171           |       | 6,198,209     |       | (21,633 | ) | 2002 |   | Nov-07 |   | 40 years |   |
| Stevens Park Village         |       | Dallas, TX           |       | (1,949,140       | )          | 829,208                      |       | 4,059,557                            |       |                                                           |       | 829,208       |       | 4,059,557           |       | 4,888,764     |       | (85,086 | ) | 1974 |   | Apr-07 |   | 40 years |   |
| Webb Royal                   |       | Dallas, TX           |       | (3,248,566       | )          | 2,374,772                    |       | 5,836,399                            |       | 93,719                                                         |       | 2,374,772     |       | 5,930,118           |       | 8,304,890     |       | (160,605 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Wynnewood Village            |       | Dallas, TX           |       | (16,423,307      | )          | 9,006,369                    |       | 32,057,412                           |       | 418,504                                                        |       | 9,006,369     |       | 32,475,916          |       | 41,482,285    |       | (927,914 | ) | 2006 |   | Apr-07 |   | 40 years |   |

 

F-63

----

Table of Contents

 
| **COLUMN  A**                | ** ** | **COLUMN  B**        |       | **COLUMN  C**    |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G** |       | **COLUMN  H**       |       | **COLUMN  I** | ** ** |
|------------------------------|------------|----------------------|------------|------------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|---------------|------------|---------------------|------------|---------------|------------|
| ** **                   | ** ** | ** **           | ** ** | ** **       | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **    | ** ** | ** **          | ** ** | ** **    | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                   | ** ** | ** **           | ** ** | ** **       | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **    | ** ** | **Building  &** | ** ** | ** **    | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**              | ** ** | ** **           | ** ** | **Encumbrances** | ** ** | **Land**                     | ** ** | **Improvements**                     | ** ** | **Improvements**                                               | ** ** | **Land**      | ** ** | **Improvements**    | ** ** | **Total**     | ** ** | **Depreciation** | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** | ** ** |
| Parktown                     |       | Deer Park, TX        |       | (3,591,470       | )          | 1,920,088                    |       | 7,656,160                            |       | 12,097                                                         |       | 1,920,088     |       | 7,668,257           |       | 9,588,346     |       | (175,802 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Kenworthy Crossing           |       | El Paso, TX          |       |             |       | 1,174,052                    |       | 3,696,954                            |       |                                                           |       | 1,174,052     |       | 3,696,954           |       | 4,871,006     |       | (96,739 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| Yarbrough                    |       | El Paso, TX          |       |             |       | 723,499                      |       | 424,283                              |       |                                                           |       | 723,499       |       | 424,283             |       | 1,147,782     |       | (11,983 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Ridglea Plaza                |       | Fort Worth, TX       |       |             |       | 4,168,173                    |       | 14,616,285                           |       |                                                           |       | 4,168,173     |       | 14,616,285          |       | 18,784,458    |       | (69,533 | ) | 1990 |   | Nov-07 |   | 40 years |   |
| The Centre at Preston Ridge  |       | Frisco, TX           |       |             |       | 30,110,489                   |       | 125,211,293                          |       |                                                           |       | 30,110,489    |       | 125,211,293         |       | 155,321,781   |       | (1,537,313 | ) | 2003 |   | Aug-07 |   | 40 years |   |
| The Market at Preston Ridge  |       | Frisco, TX           |       |             |       | 4,406,115                    |       | 4,754,981                            |       |                                                           |       | 4,406,115     |       | 4,754,981           |       | 9,161,096     |       | (103,729 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| Forest Hills                 |       | Ft.Worth, TX         |       | (1,028,713       | )          | 658,039                      |       | 1,700,841                            |       | 30,000                                                         |       | 658,039       |       | 1,730,840           |       | 2,388,880     |       | (56,825 | ) | 1968 |   | Apr-07 |   | 40 years |   |
| Westcliff                    |       | Ft.Worth, TX         |       |             |       | 1,664,182                    |       | 4,123,068                            |       |                                                           |       | 1,664,182     |       | 4,123,068           |       | 5,787,250     |       | (118,645 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Village Plaza                |       | Garland, TX          |       | (4,096,803       | )          | 2,450,037                    |       | 7,933,878                            |       | 39,303                                                         |       | 2,450,037     |       | 7,973,181           |       | 10,423,218    |       | (224,000 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| North Hills Village          |       | Haltom City ,TX      |       | (1,118,951       | )          | 889,011                      |       | 917,166                              |       |                                                           |       | 889,011       |       | 917,166             |       | 1,806,176     |       | (31,290 | ) | 1998 |   | Apr-07 |   | 40 years |   |
| Highland Village Town Center |       | Highland Village, TX |       | (5,125,516       | )          | 4,391,028                    |       | 8,550,174                            |       |                                                           |       | 4,391,028     |       | 8,550,174           |       | 12,941,202    |       | (182,983 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Antoine Square               |       | Houston, TX          |       |             |       | 640,224                      |       | 2,522,940                            |       |                                                           |       | 640,224       |       | 2,522,940           |       | 3,163,164     |       | (72,750 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Bay Forest                   |       | Houston, TX          |       | (2,887,614       | )          | 2,938,227                    |       | 4,517,241                            |       |                                                           |       | 2,938,227     |       | 4,517,241           |       | 7,455,468     |       | (104,482 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Braes Heights                |       | Houston, TX          |       | (7,157,674       | )          | 7,029,204                    |       | 11,942,707                           |       |                                                           |       | 7,029,204     |       | 11,942,707          |       | 18,971,911    |       | (256,928 | ) | 2003 |   | Apr-07 |   | 40 years |   |
| Braes Link                   |       | Houston, TX          |       |             |       | 1,599,764                    |       | 6,563,754                            |       |                                                           |       | 1,599,764     |       | 6,563,754           |       | 8,163,519     |       | (132,556 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Braes Oaks                   |       | Houston, TX          |       | (1,682,035       | )          | 2,867,233                    |       | 1,716,181                            |       |                                                           |       | 2,867,233     |       | 1,716,181           |       | 4,583,415     |       | (50,312 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Braesgate                    |       | Houston, TX          |       |             |       | 2,523,719                    |       | 3,489,960                            |       |                                                           |       | 2,523,719     |       | 3,489,960           |       | 6,013,679     |       | (85,880 | ) | 1997 |   | Apr-07 |   | 40 years |   |
| Broadway                     |       | Houston, TX          |       | (2,331,749       | )          | 685,958                      |       | 4,298,993                            |       | 104,485                                                        |       | 685,958       |       | 4,403,478           |       | 5,089,436     |       | (140,802 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| Clear Lake Camino South      |       | Houston, TX          |       | (5,656,115       | )          | 4,373,986                    |       | 12,033,694                           |       |                                                           |       | 4,373,986     |       | 12,033,694          |       | 16,407,680    |       | (266,093 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Hearthstone Corners          |       | Houston, TX          |       |             |       | 14,274,051                   |       | 3,687,438                            |       | 29,965                                                         |       | 14,274,051    |       | 3,717,403           |       | 17,991,453    |       | (138,028 | ) | 1998 |   | Apr-07 |   | 40 years |   |
| Huntington Village           |       | Houston, TX          |       | (2,887,614       | )          | 2,087,786                    |       | 4,114,484                            |       | 529,212                                                        |       | 2,087,786     |       | 4,643,697           |       | 6,731,482     |       | (165,167 | ) | 2007 |   | Apr-07 |   | 40 years |   |
| Jester Village               |       | Houston, TX          |       |             |       | 2,563,512                    |       | 4,180,627                            |       | 16,615                                                         |       | 2,563,512     |       | 4,197,242           |       | 6,760,754     |       | (109,536 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Lazybrook                    |       | Houston, TX          |       | (378,999         | )          | 184,026                      |       | 866,784                              |       |                                                           |       | 184,026       |       | 866,784             |       | 1,050,810     |       | (20,914 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| Maplewood Mall               |       | Houston, TX          |       | (3,068,090       | )          | 6,179,314                    |       | 1,586,177                            |       | 5,102                                                          |       | 6,179,314     |       | 1,591,279           |       | 7,770,593     |       | (69,822 | ) | 2004 |   | Apr-07 |   | 40 years |   |
| Merchants Park               |       | Houston, TX          |       |             |       | 3,585,225                    |       | 16,751,372                           |       | 2,628                                                          |       | 3,585,225     |       | 16,754,000          |       | 20,339,225    |       | (406,076 | ) | 2006 |   | Apr-07 |   | 40 years |   |
| North 45 Plaza               |       | Houston, TX          |       | (2,418,377       | )          | 2,317,859                    |       | 5,296,273                            |       |                                                           |       | 2,317,859     |       | 5,296,273           |       | 7,614,132     |       | (192,858 | ) | 1975 |   | Apr-07 |   | 40 years |   |
| Northgate                    |       | Houston, TX          |       | (884,332         | )          | 116,187                      |       | 280,526                              |       |                                                           |       | 116,187       |       | 280,526             |       | 396,713       |       | (14,487 | ) | 1972 |   | Apr-07 |   | 40 years |   |
| Northshore East              |       | Houston, TX          |       | (5,269,896       | )          | 1,681,115                    |       | 11,432,364                           |       |                                                           |       | 1,681,115     |       | 11,432,364          |       | 13,113,480    |       | (240,487 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Northtown Plaza              |       | Houston, TX          |       | (7,219,036       | )          | 3,596,635                    |       | 14,634,664                           |       |                                                           |       | 3,596,635     |       | 14,634,664          |       | 18,231,299    |       | (403,080 | ) | 1990 |   | Apr-07 |   | 40 years |   |
| Northwood                    |       | Houston, TX          |       |             |       | 2,041,964                    |       | 8,487,799                            |       |                                                           |       | 2,041,964     |       | 8,487,799           |       | 10,529,763    |       | (250,098 | ) | 1972 |   | Apr-07 |   | 40 years |   |
| Pinemont Shopping Center     |       | Houston, TX          |       |             |       | 1,716,584                    |       | 5,065,398                            |       | 58,235                                                         |       | 1,716,584     |       | 5,123,633           |       | 6,840,217     |       | (133,092 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Sharpstown Plaza             |       | Houston, TX          |       |             |       | 2,392,330                    |       | 5,397,257                            |       |                                                           |       | 2,392,330     |       | 5,397,257           |       | 7,789,587     |       | (116,127 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Tanglewilde                  |       | Houston, TX          |       | (3,465,137       | )          | 5,440,545                    |       | 3,587,661                            |       |                                                           |       | 5,440,545     |       | 3,587,661           |       | 9,028,206     |       | (97,789 | ) | 1998 |   | Apr-07 |   | 40 years |   |
| Tidwell Place                |       | Houston, TX          |       | (1,443,807       | )          | 779,271                      |       | 3,456,444                            |       |                                                           |       | 779,271       |       | 3,456,444           |       | 4,235,715     |       | (93,684 | ) | 1991 |   | Apr-07 |   | 40 years |   |
| Westheimer Commons           |       | Houston, TX          |       | (8,482,367       | )          | 14,590,509                   |       | 7,040,193                            |       | 124,036                                                        |       | 14,590,509    |       | 7,164,228           |       | 21,754,737    |       | (194,337 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Northshore West              |       | Houston, TX          |       |             |       | 3,883,000                    |       | 8,102,600                            |       |                                                           |       | 3,883,000     |       | 8,102,600           |       | 11,985,600    |       | (41,819 | ) | 1997 |   | Nov-07 |   | 40 years |   |
| Washington Square            |       | Kaufman, TX          |       | (1,479,902       | )          | 618,074                      |       | 3,022,318                            |       |                                                           |       | 618,074       |       | 3,022,318           |       | 3,640,392     |       | (76,068 | ) | 1978 |   | Apr-07 |   | 40 years |   |
| League City                  |       | League City, TX      |       | (1,804,759       | )          | 2,134,439                    |       | 976,768                              |       |                                                           |       | 2,134,439     |       | 976,768             |       | 3,111,207     |       | (81,344 | ) | 1992 |   | Apr-07 |   | 40 years |   |
| Jefferson Park               |       | Mount Pleasant, TX   |       | (3,717,804       | )          | 883,434                      |       | 7,851,293                            |       | 9,391                                                          |       | 883,434       |       | 7,860,684           |       | 8,744,118     |       | (193,156 | ) | 2001 |   | Apr-07 |   | 40 years |   |
| Odessa-Winwood Town Center   |       | Odessa, TX           |       | (15,283,560      | )          | 5,947,074                    |       | 20,056,786                           |       | 238,635                                                        |       | 5,947,074     |       | 20,295,421          |       | 26,242,494    |       | (422,109 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Parkview East                |       | Pasadena, TX         |       | (1,368,007       | )          | 812,903                      |       | 1,010,695                            |       |                                                           |       | 812,903       |       | 1,010,695           |       | 1,823,598     |       | (29,226 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Parkview West                |       | Pasadena, TX         |       | (1,599,016       | )          | 551,278                      |       | 1,470,210                            |       | 24,247                                                         |       | 551,278       |       | 1,494,457           |       | 2,045,735     |       | (68,415 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Pearland Plaza               |       | Pearland, TX         |       |             |       | 2,471,533                    |       | 12,109,044                           |       |                                                           |       | 2,471,533     |       | 12,109,044          |       | 14,580,577    |       | (282,183 | ) | 1995 |   | Apr-07 |   | 40 years |   |
| Market Plaza                 |       | Plano, TX            |       |             |       | 11,522,017                   |       | 15,426,895                           |       | 7,078                                                          |       | 11,522,017    |       | 15,433,973          |       | 26,955,990    |       | (339,384 | ) | 2002 |   | Apr-07 |   | 40 years |   |
| Klein Square                 |       | Spring, TX           |       | (2,743,234       | )          | 1,347,135                    |       | 5,208,087                            |       | 33,206                                                         |       | 1,347,135     |       | 5,241,294           |       | 6,588,429     |       | (123,813 | ) | 1999 |   | Apr-07 |   | 40 years |   |
| Texas City Bay               |       | Texas City, TX       |       | (7,363,417       | )          | 1,567,419                    |       | 16,394,411                           |       |                                                           |       | 1,567,419     |       | 16,394,411          |       | 17,961,829    |       | (376,832 | ) | 2005 |   | Apr-07 |   | 40 years |   |

 

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Table of Contents

 
| **COLUMN  A**                      | ** ** | **COLUMN  B**      |       | **COLUMN  C**    |       | **COLUMN  D**                |       | **COLUMN  E**                        |       | **COLUMN  F**                                                  |       | **COLUMN  G**     |       | **COLUMN  H**       |       | **COLUMN  I**     | ** ** |
|------------------------------------|------------|--------------------|------------|------------------|------------|------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------|------------|-------------------|------------|---------------------|------------|-------------------|------------|
| ** **                         | ** ** | ** **         | ** ** | ** **       | ** ** | **Initial  Cost to Company** | ** ** | **Cost  Capitalized  Subsequent to** | ** ** | **Gross  Amount at Which Carried  at the Close of the Period** | ** ** | ** **        | ** ** | ** **          | ** ** | ** **        | ** ** | **Life on  Which  Depreciated -** | ** ** |
| ** **                         | ** ** | ** **         | ** ** | ** **       | ** ** | ** **                   | ** ** | **Building  &**                  | ** ** | **Acquisition**                                                | ** ** | ** **        | ** ** | **Building  &** | ** ** | ** **        | ** ** | **Accumulated** | ** ** | **Year** | ** ** | **Date** | ** ** | **Latest  Income** | ** ** |
| **Description**                    |       | **Encumbrances**   | ** ** | **Land**         | ** ** | **Improvements**             | ** ** | **Improvements**                     | ** ** | **Land**                                                       | ** ** | **Improvements**  | ** ** | **Total**           | ** ** | **Depreciation**  | ** ** | **Constructed** | ** ** | **Acquired** | ** ** | **Statement** |   |
|                               |       |               |       |             |       |                         |       |                                 |       |                                                           |       |              |       |                |       |              |       |   |   |   |   |   |   |   |   |
| Windvale                           |       | The Woodlands, TX  |       |             |       | 4,997,240                    |       | 10,415,429                           |       |                                                           |       | 4,997,240         |       | 10,415,429          |       | 15,412,670        |       | (53,768 | ) | 2002 |   | Nov-07 |   | 40 years |   |
| Hanover Square                     |       | Mechanicsville, VA |       |             |       | 6,992,397                    |       | 10,459,300                           |       |                                                           |       | 6,992,397         |       | 10,459,300          |       | 17,451,697        |       | (238,350 | ) | 1991 |   | Apr-07 |   | 40 years |   |
| Jefferson Green                    |       | Newport News, VA   |       |             |       | 4,743,353                    |       | 3,855,968                            |       | 5,825                                                          |       | 4,743,353         |       | 3,861,793           |       | 8,605,146         |       | (79,869 | ) | 1988 |   | Apr-07 |   | 40 years |   |
| VA-KY Regional SC                  |       | Norton, VA         |       |             |       | 1,785,521                    |       | 2,792,406                            |       | 25,000                                                         |       | 1,785,521         |       | 2,817,406           |       | 4,602,928         |       | (72,240 | ) | 1996 |   | Apr-07 |   | 40 years |   |
| Cave Spring Corners                |       | Roanoke, VA        |       |             |       |                         |       | (14,369                              | )          |                                                           |       |              |       | (14,369             | )          | (14,369           | )          |   |   | 2005 |   | Apr-07 |   | 40 years |   |
| Lakeside Plaza                     |       | Salem, VA          |       |             |       | 2,320,013                    |       | 6,153,578                            |       |                                                           |       | 2,320,013         |       | 6,153,578           |       | 8,473,591         |       | (126,422 | ) | 1989 |   | Apr-07 |   | 40 years |   |
| Ridgeview Centre                   |       | Wise, VA           |       |             |       | 1,862,713                    |       | 7,054,395                            |       |                                                           |       | 1,862,713         |       | 7,054,395           |       | 8,917,108         |       | (153,499 | ) | 2005 |   | Apr-07 |   | 40 years |   |
| Paradise Pavilion                  |       | West Bend, WI      |       |             |       |                         |       | (10,709                              | )          |                                                           |       |              |       | (10,709             | )          | (10,709           | )          |   |   | 2000 |   | Apr-07 |   | 40 years |   |
| Cheyenne Plaza                     |       | Cheyenne, WY       |       | (4,662,019       | )          | 4,266,725                    |       | 6,245,906                            |       | 58,254                                                         |       | 4,266,725         |       | 6,304,161           |       | 10,570,886        |       | (180,114 | ) | 1995 |   | Apr-07 |   | 40 years |   |
|                               |       |               |       |             |       |                         |       |                                 |       |                                                           |       |              |       |                |       |              |       |   |   |   |   |   |   |   |   |
| **Other**                          |       |               |       |             |       |                         |       |                                 |       |                                                           |       |              |       |                |       |              |       |   |   |   |   |   |   |   |   |
| Apopka Commons                     |       | Apopka, FL         |       |             |       | 3,490,000                    |       | 2,899,286                            |       |                                                           |       | 3,490,000         |       | 2,899,286           |       | 6,389,286         |       | (78,860 | ) |   |   | Apr-07 |   | LAND |   |
| Nine Mile Square                   |       | Pensacola, FL      |       |             |       | 2,508,609                    |       | 4,174,636                            |       | 704,624                                                        |       | 2,508,609         |       | 4,879,259           |       | 7,387,868         |       | (117,585 | ) |   |   | Apr-07 |   | LAND |   |
| Atlanta Corporate Office           |       | Atlanta, GA        |       |             |       |                         |       |                                 |       | 11,797                                                         |       |              |       | 11,797              |       | 11,797            |       |   |   |   |   |   |   | 40 years |   |
| Denham Springs Plaza               |       | DenhamSprings, LA  |       |             |       | 790,000                      |       | 2,060,378                            |       | 24,304                                                         |       | 790,000           |       | 2,084,681           |       | 2,874,681         |       | (51,001 | ) |   |   | Apr-07 |   | LAND |   |
| Farmington Hills  Corporate Office |       | Farmington, MI     |       |             |       |                         |       |                                 |       | 1,485                                                          |       |              |       | 1,485               |       | 1,485             |       |   |   |   |   |   |   | 40 years |   |
| North Central Avenue               |       | Hartsdale, NY      |       |             |       | 200,000                      |       |                                 |       |                                                           |       | 200,000           |       | 0                   |       | 200,000           |       |   |   |   |   | Apr-07 |   | LAND |   |
| Akron Land                         |       | Akron, OH          |       |             |       | 850,000                      |       |                                 |       |                                                           |       | 850,000           |       | 0                   |       | 850,000           |       |   |   |   |   | Apr-07 |   | LAND |   |
| Brandt Pike Place                  |       | Dayton, OH         |       |             |       | 2,220,000                    |       | 922,377                              |       | 1,684,415                                                      |       | 2,220,000         |       | 2,606,792           |       | 4,826,792         |       | (66,384 | ) |   |   | Apr-07 |   | LAND |   |
| Northgate Plaza                    |       | Westerville, OH    |       |             |       | 1,150,000                    |       |                                 |       | 1,800,169                                                      |       | 1,150,000         |       | 1,800,169           |       | 2,950,169         |       | (40,616 | ) |   |   | Apr-07 |   | LAND |   |
| Houston Corporate Office           |       | Houston, TX        |       |             |       |                         |       |                                 |       | 15,561                                                         |       |              |       | 15,561              |       | 15,561            |       |   |   |   |   |   |   | 40 years |   |
| Various                            |       |               |       |             |       |                         |       |                                 |       | 162,022,872                                                    |       |              |       | 162,022,872         |       | 162,022,872       |       |   |   |   |   |   |   |   |   |
|                               |       |               |       | **(451,674,678** | **)**      | **1,200,342,777**            |       | **2,543,222,289**                    |       | **221,455,368**                                                |       | **1,200,342,777** |       | **2,764,677,657**   |       | **3,965,020,433** | **(1)**    | **(60,589,749** | **)** |   |   |   |   |   |   |

 

----

(1)   The total aggregate cost for federal taxpurposes is $3,985,915.

 

F-65

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Table of Contents

 

**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**SCHEDULEIII - REAL ESTATE AND ACCUMULATED DEPRECIATION**

**(inthousands)**

** **
| ** **                                                             | ** ** | **Company**                              | ** ** | **Predecessor**                      | ** ** |
|------------------------------------------------------------------------|------------|------------------------------------------|------------|--------------------------------------|------------|
| ** **                                                             | ** ** | **Period Ended  December 31, 2007** | ** ** | **Period Ended  April 4, 2007** | ** ** | **Year Ended  December 31,  2006** | ** ** | **Year Ended  December 31,  2005** | ** ** |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| [a]  Reconciliation of total real estate carrying value is as follows: |       |                                     |       |                                 |       |   |   |   |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Balance at  beginning of year                                          |       | $                                        | —     |                                 | $          | 3,565,754 |   | $ | 3,393,078 |   | $ | 3,988,190 |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Acquisitions and  improvements                                         |       | 4,995,882                                |       | 89,660                               |       | 291,547 |   | 369,769 |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Impact of FIN 46  consolidation                                        |       | 18                                       |       | 119                                  |       | 18,820 |   | (8,950 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Real estate held  for sale                                             |       | (695                                     | )          | (832                                 | )          | (49,413 | ) | (78,484 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Impairment of  real estate                                             |       | (27,294                                  | )          | —                               |       | — |   | (859 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Cost of property  sold or transferred to joint ventures                |       | (1,002,889                               | )          | (3,653,941                           | )          | (85,637 | ) | (875,274 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Write-off of  fully depreciated assets                                 |       | (2                                       | )          | (760                                 | )          | (2,641 | ) | (1,314 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Balance at end  of year                                                |       | $                                        | 3,965,020  |                                 | $          | — |   | $ | 3,565,754 |   | $ | 3,393,078 |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Total cost for  federal tax purposes at end of each year               |       | $                                        | 3,985,915  |                                 |       |   | $ | 3,192,731 |   | $ | 3,059,228 |   |
| ** **                                                             | ** ** | ** **                               | ** ** | ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** |
| [b]  Reconciliation of accumulated depreciation as follows:            |       |                                     |       |                                 |       |   |   |   |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Balance at  beginning of year                                          |       | $                                        | —     |                                 | $          | 430,207 |   | $ | 376,816 |   | $ | 428,427 |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Depreciation  expense                                                  |       | 69,887                                   |       | 20,497                               |       | 75,444 |   | 69,097 |   |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Impact of FIN 46  consolidation                                        |       | —                                   |       | 190                                  |       | 202 |   | (420 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Property sold or  transferred to joint ventures                        |       | (9,297                                   | )          | (450,229                             | )          | (16,393 | ) | (104,514 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Write-off of  fully depreciated assets                                 |       | —                                   |       | (487                                 | )          | (1,877 | ) | (716 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Real estate held  for sale                                             |       | —                                   |       | (178                                 | )          | (3,985 | ) | (15,058 | ) |
|                                                                   |       |                                     |       |                                 |       |   |   |   |   |
| Balance at end  of year                                                |       | $                                        | 60,590     |                                 | $          | — |   | $ | 430,207 |   | $ | 376,816 |   |

 

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**CENTRO NP LLC AND SUBSIDIARIES****(THE “COMPANY”)**

**(ASSUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))**

 

**MORTGAGELOANS ON REAL ESTATE**

**(inthousands)**

 

**SCHEDULEIV**

**December 31,2007**

** **
| **COLUMN A**                                                                          | ** ** | **COLUMN B**       | ** ** | **COLUMN C**             | ** ** | **COLUMN D**                            | ** ** | **COLUMN E**     | ** ** | **COLUMN F**                   | ** ** | **COLUMN G**                       | ** ** |
|---------------------------------------------------------------------------------------|------------|--------------------|------------|--------------------------|------------|-----------------------------------------|------------|------------------|------------|--------------------------------|------------|------------------------------------|------------|
| ** **                                                                            | ** ** | ** **         | ** ** | ** **               | ** ** | ** **                              | ** ** | ** **       | ** ** | ** **                     | ** ** | ** **                         | ** ** |
| **Description**                                                                       | ** ** | **Interest  Rate** | ** ** | **Final  Maturity Date** | ** ** | **Periodic  Payment Terms**             | ** ** | **Prior  Liens** | ** ** | **Face  Amount  of Mortgages** | ** ** | **Carrying  Amount  of Mortgages** | ** ** |
|                                                                                  |       |               |       |                     |       |                                    |       |             |       |                           |       |                               |       |
| Promissory note                                                                       |       | —             |       | Anytime 2008             |       | Principal payable upon  maturity        |       | —           |       | $                              | 1,451      |                               | $          | 1,451 |   |
|                                                                                  |       |               |       |                     |       |                                    |       |             |       |                           |       |                               |       |
| Promissory note                                                                       |       | —             |       | Anytime 2008             |       | Principal payable upon  maturity        |       | —           |       | 1,415                          |       | 1,415                              |       |
|                                                                                  |       |               |       |                     |       |                                    |       |             |       |                           |       |                               |       |
| Leasehold  mortgage, collateralized by a tenant lease in D&F Plaza in Dunkirk, NY |       | 12                 | %          | 5/1/2008                 |       | Interest and principal  payable monthly |       | —           |       | 1,000                          |       | 370                                |       |
|                                                                                  |       |               |       |                     |       |                                    |       |             |       |                           |       |                               |       |
| Leasehold  mortgage, collateralized by a tenant lease in Mohawk Acres in Rome, NY     |       | 10                 | %          | 5/1/2010                 |       | Interest and principal  payable monthly |       | —           |       | 450                            |       | 161                                |       |
| ** **                                                                            | ** ** | ** **         | ** ** | ** **               | ** ** | ** **                              | ** ** | ** **       | ** ** | ** **                     | ** ** | ** **                         | ** ** |
| ** **                                                                            |       |               |       |                     |       |                                    |       |             |       | $                              | 4,316      |                               | $          | 3,397 |   |

 

----

Note: Column H isnot applicable

 

F-67

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| ** **                                          | ** ** | **Company**                               | ** ** | **Predecessor**                      | ** ** |
|-----------------------------------------------------|------------|-------------------------------------------|------------|--------------------------------------|------------|
| ** **                                          | ** ** | **Period Ended  December 31,  2007** | ** ** | **Period Ended  April 4, 2007** | ** ** | **Year Ended  December  31, 2006** | ** ** | **Year Ended  December 31,  2005** | ** ** |
|                                                |       |                                      |       |                                 |       |   |   |   |   |
| Balance,  beginning of period                       |       | $                                         | 625        |                                 | $          | 4,412 |   | $ | 795 |   | $ | 8,881 |   |
| ** **                                          | ** ** | ** **                                | ** ** | ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** |
| Additions during  period:  New loans                |       | 2,866                                     |       | —                               |       | 3,745 |   | — |   |
|                                                |       |                                      |       |                                 |       |   |   |   |   |
| Reductions  during period:  Collection of principal |       | (94                                       | )          | (3,787                               | )          | (128 | ) | (8,086 | ) |
|                                                |       |                                      |       |                                 |       |   |   |   |   |
| Balance, end of  period                             |       | $                                         | 3,397      |                                 | $          | 625 |   | $ | 4,412 |   | $ | 795 |   |

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|   | CENTRO NP LLC                       |
|--------|-------------------------------------|
|   | (Registrant)                        |
|   |                                |
|   |                                |
|   | By:                       | /s/ Michael Carroll |
|   |                                | Michael Carroll |
|   |                                | Chief Executive Officer |
|   | Dated:  February 27, 2009 |

 

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Table ofContents

 

**EXHIBIT INDEX**

** **
| *2.1   |   | Agreement and Plan of  Merger, dated February 27, 2007, by and among New Plan Excel Realty  Trust, Inc., Excel Realty Partners, L.P., Centro NP LLC, Super MergerSub  Inc., and Super DownREIT MergerSub LLC, filed as Exhibit 2.1 to the  Predecessor’s Current Report on Form 8-K, filed on March 2, 2007.                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *2.2   |   | First Amendment to  Agreement and Plan of Merger, dated as of April 19, 2007, by and among  New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Super  IntermediateCo LLC (now known as Centro NP LLC), Super MergerSub Inc., and  Super DownREIT MergerSub LLC, filed as Exhibit 2.1 to the Predecessor’s  Current Report on Form 8-K, filed on April 20, 2007.                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *2.3   |   | Assignment and  Assumption Agreement, dated as of April 20, 2007, by and between New  Plan Excel Realty Trust, Inc. and Super IntermediateCo LLC (now known as  Centro NP LLC)., filed as Exhibit 2.2 to the Company’s Quarterly Report  on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *3.1   |   | Articles of  Organization of Super IntermediateCo LLC (now known as Centro NP LLC), dated  as of February 26, 2007, filed as Exhibit 3.1 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *3.2   |   | Articles of Amendment  of Articles of Organization of Super IntermediateCo LLC (now known as Centro  NP LLC), dated as of May 3, 2007, filed as Exhibit 3.2 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2007.                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *3.3   |   | Second Amended and  Restated Limited Liability Company Agreement of Centro NP LLC, dated as of  June 5, 2007, filed as Exhibit 3.3 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.1   |   | Senior Securities  Indenture, dated as of March 29, 1995, between New Plan Realty Trust and  The First National Bank of Boston, as Trustee, filed as Exhibit 4.2 to  New Plan Realty Trust’s Registration Statement on Form S-3, File  No. 33-61383.                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.2   |   | First Supplemental  Indenture, dated as of August 5, 1999, by and among New Plan Realty  Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust  Company, filed as Exhibit 10.2 to the Predecessor’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 1999.                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.3   |   | Senior Securities  Indenture, dated as of February 3, 1999, among the Predecessor, New Plan  Realty Trust, as guarantor, and State Street Bank and Trust Company, as  Trustee, filed as Exhibit 4.1 to the Predecessor’s Current Report on  Form 8-K dated February 3, 1999.                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.4   |   | Supplemental Indenture,  dated as of December 17, 2004, by and between the Predecessor and U.S.  Bank Trust National Association (as successor to State Street Bank and Trust  Company), as Trustee, to the Indenture dated as of February 3, 1999, by  and among the Predecessor, New Plan Realty Trust, as guarantor, and the  Trustee, filed as Exhibit 4.1 to the Predecessor’s Current Report on  Form 8-K dated December 22, 2004. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.5   |   | Senior Securities  Indenture, dated as of January 30, 2004, by and between the Predecessor  and U.S. Bank Trust National Association, as Trustee filed as  Exhibit 4.1 to the Predecessor’s Current Report on Form 8-K dated  February 5, 2004.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.6   |   | First Supplemental  Indenture, dated as of September 19, 2006, between the Predecessor and  U.S. Bank Trust National Association, as trustee, filed as Exhibit 4.1  to the Predecessor’s Current Report on Form 8-K, filed on  September 19, 2006.                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *4.7   |   | Successor Supplemental  Indenture, dated as of April 20, 2007, by and among Super                                                                                                                                                                                                                                                                                                                                                                                 |

 

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|   |   | IntermediateCo LLC (now  known as Centro NP LLC) and U.S. Bank Trust National Association, filed as  Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2007.                                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *4.8   |   | Successor Supplemental  Indenture, dated as of April 20, 2007, by and among Super IntermediateCo  LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association,  filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q  for the quarter ended June 30, 2007.                             |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *4.9   |   | Successor Supplemental  Indenture, dated as of April 20, 2007, by and among Super IntermediateCo  LLC (now known as Centro NP LLC), New Plan Realty Trust, LLC and U.S. Bank  Trust National Association, filed as Exhibit 4.3 to the Company’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *4.10  |   | Indenture, dated as of  May 4, 2007, by and among Centro NP LLC, New Plan Realty Trust, LLC and  U.S. Bank Trust National Association, filed as Exhibit 4.4 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2007.                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *4.11  |   | Supplemental Indenture,  dated as of May 4, 2007, by and among Centro NP LLC and U.S. Bank Trust  National Association, filed as Exhibit 4.5 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007.                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.1  |   | New Plan Realty Trust  1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the  Predecessor’s Registration Statement on Form S-8, File  No. 333-65221.†                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.2  |   | Amended and Restated  1993 Stock Option Plan of the Predecessor, dated May 28, 1998, filed as  Exhibit 4.1 to the Predecessor’s Registration Statement on Form S-8,  File No. 333-65223.†                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.3  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  September 28, 1998, filed as Exhibit 10.4 to the Predecessor’s  Annual Report on Form 10-K/A for the year ended December 31, 1998.†                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.4  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  February 8, 1999, filed as Exhibit 10.5 to the Predecessor’s Annual  Report on Form 10-K/A for the year ended December 31, 1998.†                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.5  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  April 21, 1999, filed as Exhibit 10.4 to the Predecessor’s Annual  Report on Form 10-K for the year ended December 31, 1999.†                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.6  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Predecessor, dated  February 17, 2000, filed as Exhibit 10.5 to the Predecessor’s  Annual Report on Form 10-K for the year ended December 31, 1999.†                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.7  |   | Amended and Restated  1994 Directors’ Stock Option Plan of the Predecessor, dated May 10,  1996, filed as Exhibit 10.8 to the Predecessor’s Annual Report on  Form 10-K/A for the year ended December 31, 1998.†                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.8  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,  dated September 28, 1998, filed as Exhibit 10.9 to the  Predecessor’s Annual Report on Form 10-K/A for the year ended  December 31, 1998.†                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.9  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,  dated February 17, 2000, filed as Exhibit 10.8 to the Predecessor’s  Annual Report on Form 10-K for the year ended December 31, 1999.†                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| *10.10 |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Predecessor,                                                                                                                                                                                                                                            |

 

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|    |   | effective as of  May 24, 2000, filed as Exhibit 10.6 to the Predecessor’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2000.†                                                                                                                                                                                                                                              |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.11  |   | New Plan Realty Trust  1997 Stock Option Plan, filed as Exhibit 4.1 to the Predecessor’s  Registration Statement on Form S-8, File No. 333-65221.†                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.12  |   | 2003 Stock Incentive  Plan of the Predecessor, as amended and restated effective July 14,  2005, filed as Exhibit 10.7 to the Predecessor’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2005.†                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.13  |   | Form of Stock  Option Award pursuant to 2003 Stock Incentive Plan, filed as  Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K, dated  February 18, 2005.†                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.14  |   | Form of Amendment  to Stock Option Awards pursuant to 2003 Stock Incentive Plan, filed as  Exhibit 10.8 to the Predecessor’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2005.†                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.15  |   | Form of Restricted  Stock Award pursuant to 2003 Stock Incentive Plan, filed as Exhibit 10.2  to the Predecessor’s Current Report on Form 8-K, dated February 18,  2005.†                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.16  |   | Out-Performance  Compensation Plan, effective as of February 27, 2006, filed as  Exhibit 10.1 to the Predecessor’s Quarterly Report on Form 10-Q for  the quarter ended March 31, 2006.†                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.17  |   | Revolving Credit Agreement, dated as of  April 20, 2007, by and among Super IntermediateCo LLC (now known as  Centro NP LLC), Bank of America, N.A., as administrative agent, Banc of  America Securities LLC, and the lenders party thereto, filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2007.                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.18  |   | Guaranty, dated as  April 20, 2007, by and among each of the subsidiaries of Super  IntermediateCo LLC (now known as Centro NP LLC) listed on Schedule I thereto,  and Bank of America, N.A., as administrative agent, filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2007.                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.19  |   | First Amendment to Revolving  Credit Agreement, dated as of June 14, 2007, by and among Centro NP LLC,  Bank of America, N.A., as administrative agent, and the lenders party  thereto, filed as Exhibit 10.1 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2007.                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.20  |   | Amended and Restated  Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party  thereto, Bank of America, N.A., as Administrative Agent, and Banc of America  Securities LLC, as Lead Arranger, and Banc of America Securities LLC, as Sole  Book Manager, dated as of July 31, 2007, filed as Exhibit 10.1 to  the Company’s Current Report on Form 8-K, dated August 6, 2007. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.21  |   | Guaranty Agreement,  dated as of July 31, 2007, by CPT Manager Limited, ABN 37054494307, as  responsible entity of the Centro Property Trust and Centro Properties  Limited, ABN 45078590682, in favor of Bank of America, N.A, filed as  Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated  August 6, 2007.                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10.22  |   | Guaranty, dated as of  July 31, 2007, by and among each of the Subsidiaries listed on Schedule  I thereto and Bank of America, N.A., as administrative agent, filed as  Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated  August 6, 2007.                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *10. 23 |   | First Amendment to  Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC,  the Guarantors party thereto, the Lenders party thereto, and Bank of America,  N.A., as Administrative Agent, dated as of December 16, 2007, filed as  Exhibit 10.1 to Company’s Current Report on Form 8-K, dated  December 18, 2007.                                                         |

 

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| *10.24 |   | Demand Promissory Note,  dated July 1, 1997, made by Dean Bernstein in favor of the Predecessor,  filed as Exhibit 10.23 to the Predecessor’s Annual Report on  Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.25 |   | Demand Promissory Note,  dated June 29, 1994, made by Steven F. Siegel in favor of the  Predecessor, filed as Exhibit 10.26 to the Predecessor’s Annual Report  on Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.26 |   | Demand Promissory Note,  dated July 1, 1997, made by Steven F. Siegel in favor of the  Predecessor, filed as Exhibit 10.27 to the Predecessor’s Annual Report  on Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.27 |   | Agreement, dated  June 24, 2003, by and between the Predecessor and Steven F. Siegel,  filed as Exhibit 10.1 to the Predecessor’s Quarterly Report on  Form 10-Q for the quarter ended June 30, 2003.†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.28 |   | Stock Option Agreement,  dated as of February 23, 2000, by and between the Predecessor and Glenn  J. Rufrano (relating to 460,976 options), filed as Exhibit 10.2 to the  Predecessor’s Current Report on Form 8-K, dated March 9, 2000.†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.29 |   | Stock Option Agreement,  dated as of February 23, 2000, by and between the Predecessor and Glenn  J. Rufrano (relating to 200,000 options), filed as Exhibit 10.4 to the  Predecessor’s Current Report on Form 8-K, dated March 9, 2000.†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.30 |   | Contribution,  Distribution and Assumption Agreement, dated as of August 15, 2007, by  and among New Plan of Elk Grove, LLC, New Plan Property Holding Company, New  Plan of Michigan, LLC, New Plan of Michigan Member, LLC, Excel Realty Trust —  NC, NC Properties#1, LLC, NC Properties#2, LLC, HK New Plan Exchange Property  Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier OH, L.P.,  HK New Plan OH TRS, Inc., HK New Plan STH Upper Tier II Company, CA New  Plan Asset Partnership IV, LP, CA New Plan Asset LLC, CA New Plan VI, Excel  Realty Trust — ST, LLC, New Plan Florida Holdings, LLC, HK New Plan Exchange  Property Owner I, LLC, HK New Plan Exchange Property Holdings I, LLC, New  Plan Acquisition Company, LLC, Centro NP LLC, Super LLC and Centro NP  Residual Holding LLC, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated August 21, 2007.                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.31 |   | Contribution,  Distribution and Assignment Agreement (the “Agreement”), dated as of  November 30, 2007, by and among New Plan of Illinois, LLC, New Plan  Property Holding Company, New Plan of Michigan, LLC, New Plan of Michigan  Member, LLC, HK New Plan Exchange Property Owner II, LP, HK New Plan Lower  Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc.,  HK New Plan STH Upper Tier II Company, Excel Realty Partners, L.P., New Plan  DRP Trust, New Plan ERP Limited Partner Company, NP of Tennessee, LP, New  Plan of Tennessee, LLC, NPTN, Inc., CA New Plan Asset Partnership IV,  LP, CA New Plan Asset LLC, CA New Plan VI, CA New Plan Texas Assets, L.P., CA  New Plan Texas Assets, LLC, CA New Plan IV, ERT Development Corporation,  Excel Realty Trust — ST, LLC, New Plan Florida Holdings, LLC, HK New Plan  Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I,  LLC, Clearwater Mall, LLC, HK New Plan Exchange Property Owner IV, LLC, HK  New Plan Exchange Property Holdings IV, LLC, New Plan Realty Trust, LLC, New  Plan Pennsylvania Holdings, LLC, Centro NP LLC, Super LLC, and Centro NP  Residual Holding LLC, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated December 6, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.32 |   | Letter Agreement, by  and among Centro NP LLC, the Guarantors party thereto, the Lenders party  thereto, and Bank of America, N.A., as Administrative Agent, dated as of  February 14, 2008, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated February 14, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

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| *10.33 |   | Contribution,  Distribution and Assignment Agreement, dated as of March 28, 2008, among  Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the  Company’s wholly owned subsidiaries, filed as Exhibit 10.1 to the  Company’s Current Report on Form 8-K, dated March 30, 2008. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.34 |   | Distribution,  Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super  LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro  US Employment Company, LLC, filed as Exhibit 10.2 to the Company’s  Current Report on Form 8-K, dated March 30, 2008.               |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.35 |   | Exclusive Global  Leasing and Management Agreement (Non-Contracted) between Centro Super  Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3  to the Company’s Current Report on Form 8-K, dated March 30, 2008.                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.36 |   | Exclusive Global  Subcontract Agreement (Third Party) between Centro Super Management Joint  Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as  Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated  March 30, 2008.                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.37 |   | Exclusive Global  Subcontract Agreement (Related Party) between Centro Super Management Joint  Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as  Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated  March 30, 2008.                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.38 |   | Letter Agreement, dated  as of March 28, 2008, among Super LLC, JPMorgan Chase Bank, N.A., as  agent, and certain other parties, filed as Exhibit 10.6 to the Company’s  Current Report on Form 8-K, dated March 30, 2008.                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.39 |   | Employment Letter,  dated May 11, 2007, from Centro Properties Group to John Braddon,  filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K, dated  April 15, 2008.†                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.40 |   | Offer of Employment,  dated November 23, 2005, from Centro Properties Group to John Braddon,  filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K, dated  April 15, 2008.†                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.41 |   | Non-competition and  Confidentiality Agreement, dated July 2, 2007, by and between Centro NP  LLC and John B. Roche., filed as Exhibit 10.41 to the Company’s Annual Report  on Form 10-K, dated April 15, 2008†                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.42 |   | Employment Agreement,  dated July 23, 2007, by and among Centro Watt Management Joint Venture 2  LP, Centro Properties Group and Glenn J. Rufrano, filed as Exhibit 10.42 to  the Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.43 |   | Employment Agreement,  dated July 23, 2007, by and among Centro Watt Management Joint Venture 2  LP, Centro Properties Group and Dean Bernstein, filed as Exhibit 10.43 to the  Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.44 |   | Employment Agreement,  dated July 23, 2007, by and among Centro Watt Management Joint Venture 2  LP, Centro Properties Group and Steven Siegel, filed as Exhibit 10.44 to the  Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.45 |   | Employment Agreement,  dated July 23, 2007, by and among Centro Watt Management Joint Venture 2  LP, Centro Properties Group and Michael Carroll, filed as Exhibit 10.45 to  the Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.46 |   | Centro Properties Group  Executive Option Plan, filed as Exhibit 10.46 to the Company’s Annual Report  on Form 10-K, dated April 15, 2008.†                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.47 |   | Centro Properties Group  Employee Security Plan, filed as Exhibit 10.47 to the Company’s Annual Report  on Form 10-K, dated April 15, 2008.†                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.48 |   | Form of Centro  Properties Group Application for Options, filed as Exhibit 10.48 to the  Company’s Annual Report on Form 10-K, dated April 15, 2008.†                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *10.49 |   | Form of Centro  Properties Group Offer to Particpate in an Issuance of Options, filed as  Exhibit 10.49 to the Company’s Annual Report on Form 10-K, dated April 15,  2008.†                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                               |
| *21    |   | Subsidiaries of the  Company, filed as Exhibit 21 to the Company’s Annual Report on Form 10-K,  dated April 15, 2008.                                                                                                                                                                                                         |

 

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| 31.1   |   | Certification of Chief  Executive Officer required by Rule 13a-14(a)/15d-14(a) under the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                          |
| 31.2   |   | Certification of Chief  Financial Officer required by Rule 13a-14(a)/15d-14(a) under the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002. |
|   |   |                                                                                                                                                                                          |
| 32.1   |   | Certification of  Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.             |
|   |   |                                                                                                                                                                                          |

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| *      |   | Incorporated  herein by reference as above indicated.                         |
|--------|--------|-------------------------------------------------------------------------------|
|   |   |                                                                          |
| † |   | Denotes a management contract or compensatory  plan, contract or arrangement. |

 

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