Exhibit 10.14


 


Centro NP LLC

420 Lexington Avenue, 7th Floor

New York, New York 10170


 


As of December 15,
2008


 


Bank
of America, N.A.


Hearst
Tower


214
North Tryon Street


Charlotte,
North Carolina 28255


 


Re:                               Amended
and Restated Revolving Credit Agreement, dated July 31, 2007, by and among
Centro NP LLC (the “Borrower”), the lenders party thereto (each, a “Lender,”
and, collectively, the “Lenders”), and Bank of America, N.A., as agent
for the Lenders (in such capacity, the “Administrative Agent,” and
together with the Lenders, the “Lender Parties”) (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement,”
and collectively with all related agreements and ancillary documents, the “Loan
Documents”), and modified by Letter Agreement dated as of February 14, 2008
(as amended and modified, the “Initial Extension Agreement”) by and
among the Borrower, the Lender Parties, CPT Manager Limited, as responsible
entity of the Centro Property Trust and Centro Properties Limited (together,
the “Parent Guarantors”) and the Subsidiary Guarantors referenced in the Loan
Agreement (the Parent Guarantors and such Subsidiary Guarantors, the “Initial
Guarantors” and, collectively with (A) the guarantors under that certain
Subsidiary Guarantor Guaranty, dated as of March 28, 2008, and (B) Australian
Public Trustees Limited, ABN 82095572482 (“APT”), as trustee of the DPF Sub
Trust No 2, as guarantor under that certain Guaranty Agreement (Payment), dated
as of May 7, 2008, in favor of the Administrative Agent, as agent for the
Lenders, the “Guarantors”), as further modified by (i) Letter Agreement, dated
as of March 28, 2008, by and among the Borrower, the Initial Guarantors and the
Lender Parties (the “March Agreement”), (ii) Letter Agreement, dated as
of April 29, 2008, by and among the Borrower, the Guarantors (other than APT)
and the Lender Parties (the “April Agreement”), (iii) Letter Agreement,
dated as of May 7, 2008, by and among the Borrower, the Guarantors (other than
APT) and the Lender Parties (the “May 7 Agreement”), (iv) Letter
Agreement, dated as of May 30, 2008, by and among the Borrower, the Guarantors
(other than APT) and the Lender Parties (the “May 30 Agreement”), and
(v) Letter Agreement, dated as of September 26, 2008, by and among the
Borrower, the Guarantors and the Lender Parties (the “September Agreement,”
together with the March Agreement, the April Agreement, the May 7 Agreement and
the May 30 Agreement, the “Letter Agreements,” and together with the
Initial Extension Agreement, the “Extension Agreement”)


 

















 


Ladies and Gentlemen:


 


The
purpose of this letter agreement is to evidence the further extension of the
Maturity Date to January 15, 2009 and to set forth certain related
agreements of the parties hereto. 
Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Initial Extension Agreement or, if not defined
therein, in the applicable Letter Agreement (or, if not defined in the Initial
Extension Agreement or any Letter Agreement, in the Loan Agreement).


 


1.             Extension
of Maturity Date.  Section 1(a) of
the Initial Extension Agreement (as amended, modified or supplemented by the
Letter Agreements) is hereby amended by replacing the words “December 15,
2008” therein with the words “January 15, 2009”.


 


2.             Deferred
Interest Amount.  Section 1(c) of
the Initial Extension Agreement (as amended, modified or supplemented by the
Letter Agreements) is hereby amended by replacing the words “December 15,
2008” therein with the words “January 15, 2009”.


 


3.             Asset
Sales.  Section 4(m) of the
Initial Extension Agreement (as amended, modified or supplemented by the Letter
Agreements) is hereby amended by replacing the words “December 15, 2008”
with the words “January 15, 2009” in each instance in which the same
appear in said section.


 


4.             Extension
of Liquidity Facility.  Concurrently
herewith, the term of the Liquidity Facility has been extended to January 15,
2009 in accordance with the terms of the Liquidity Facility Amendment (as
defined below).  From and after the date
hereof, for purposes of continued compliance with Section 6(a) of the
May 30 Agreement, Section 2(d)(iii) of the May 7 Agreement
(as amended, modified or supplemented by the September Agreement) is
hereby amended by replacing “December 15, 2008” with “January 15,
2009”.


 


5.             Asset
Disposal and Proceeds Sharing Terms. 
The Asset Disposal and Proceeds Sharing Terms (i.e., Exhibit B to
the September Agreement) is hereby amended by replacing all references
therein to the date “December 15, 2008” (or “15 December 2008”) with
the date “January 15, 2009” (or “15 January 2009”, as applicable).


 


6.             Term
Sheet.  The parties hereto
acknowledge that they have had non-binding discussions regarding a possible
further extension and modification of the Loan Documents substantially in
accordance with the terms set forth on the term sheet attached hereto as Exhibit A
(the “Proposed Modifications”); provided, however, that any closing of the Proposed Modifications
shall be subject to legal documentation and due diligence satisfactory to the
Lender Parties in their sole and absolute discretion and satisfaction of the
other conditions described therein (it being understood that the attached term
sheet does not purport to include all of the representations, warranties,
covenants, defaults, definitions and other terms which will be contained in the
definitive documents for the proposed transaction, all of which must be
satisfactory in form and substance to the Lender Parties and their counsel);
and provided further, 


 


2

















 


however,
that the parties expressly acknowledge and agree that unless and until reduced
to formal written documentation which is signed by authorized representatives
of all necessary parties thereto, and which expressly and specifically states
the intent of the parties to be bound thereby, no agreement or understanding
with respect to the Proposed Modifications shall constitute a legally binding
agreement or contract or have any force or effect whatsoever.


 


7.             Residual
2 Intercompany Note.  Each of the
Lender Parties hereby consents to, and waives any default under the Loan
Documents and/or the Extension Agreement, any Event of Default and any Trigger
Event that may arise as a result of, the execution and delivery by Super and
Centro Super Residual 2 LLC of a certain Third Amended and Restated Super LLC
Subordinated Intercompany Note (the “Third A&R Note”), in the
original principal amount of $26,500,000 (but under which $25,000,000 remains
outstanding), which amends and restates that certain Second Amended and
Restated Super LLC Subordinated Intercompany Note, dated as of September 26,
2008, between such parties (which amended and restated note matures on December 15,
2008).  The Third A&R Note is being executed
solely to extend the maturity date of the loan evidenced thereby to January 15,
2009 and shall be in the form attached hereto as Exhibit B.


 


8.             Release
of Representatives.  In consideration
of the time and effort to be expended by each of the Lender Parties in
connection with the matters described in the Extension Agreement and all
amendments and modifications thereto (including, without limitation, this
letter agreement), the grant of the relief provided for thereunder and
hereunder and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the Borrower and each of the Guarantors, each
of the Releasors each hereby irrevocably and unconditionally
releases and forever discharges each of the Indemnified Parties
from any and all Claims in law or at equity, known or unknown, ascertained or
not ascertained, suspected or unsuspected, that the Releasors ever had, now
have, or shall or may have, arising out of or in any way relating to (x) the
Loan Documents, the Extension Agreement, this letter agreement or the Proposed
Modifications or (y) any discussions, meetings, agreements, transactions
or information exchange contemplated or made under the Loan Documents, the
Extension Agreement, this letter agreement or the Proposed Modifications
through the date hereof.  The provisions
set forth in this paragraph shall survive any termination or expiration of the
Extension Agreement, this letter agreement or the Proposed Modifications.


 


9.             Effectiveness.  (a)  The parties hereto further
acknowledge and agree that, notwithstanding anything to the contrary set forth
herein, the effectiveness of this letter agreement shall be subject to
satisfaction of the conditions precedent that (i) the parties hereto shall
have executed and delivered this letter agreement, (ii) each of the Bridge
Lenders and KeyBank shall have executed letter agreements in respect of the
Bridge Facility and the KeyBank Facilities, respectively, each of which shall
be in form and substance satisfactory to the Lender Parties (which, for the
avoidance of doubt, shall extend the maturity dates of the Bridge Facility and
the KeyBank Facilities to January 15, 2009), (iii) each
of the Australian Bank/Noteholder Group Lenders shall have executed and
delivered an agreement or agreements, which shall be in form and substance
satisfactory to the Lender Parties (which, for the avoidance of doubt, shall
extend the maturity date of the Australian Bank/Noteholder Group Facility to January 15,
2009), (iv) each of the obligors under the Preston Ridge Loan Agreement
shall have executed and delivered to the lenders thereunder a letter agreement
in respect of the Preston 


 


3

















 


Ridge Facility,
which shall be in form and substance satisfactory to the Lender Parties (which,
for the avoidance of doubt, shall extend the maturity date of the Preston Ridge
Facility to January 15, 2009), (v) each of the Liquidity Facility
Borrowers and each of the lenders under the Liquidity Facility shall have executed
and delivered a letter agreement in respect of the Liquidity Facility, which
shall be in form and substance satisfactory to the Lender Parties (which, for
the avoidance of doubt, shall extend the maturity date of the Liquidity
Facility to January 15, 2009), (vi) BoA (Australia) (as defined in
the Headstock Security Trust Deed (as amended, modified or supplemented from
time to time)) shall have executed and delivered an agreement in respect of the
promissory note issued by CPT in favor of BoA (Australia) dated February 29,
2008 (the “BoA Hedge Note”) pursuant to the BoA Hedge Deed (as defined
in the Further Facility Extension Deed, as amended, modified or supplemented
from time to time), which shall be in form and substance satisfactory to the
Lender Parties (which, for the avoidance of doubt, shall extend the maturity
date of the BoA Hedge Note to no earlier than January 15, 2009 or replace
it with a new promissory note with a maturity date of no earlier than January 15,
2009) and that, following the execution and delivery of such agreement, BoA
(Australia) shall continue to be a Beneficiary and the BoA Hedge Loan will
continue to be a Finance Document and a Relevant Document under the Headstock
Security Trust Deed (each term in this subparagraph not otherwise defined
herein, as defined in the Headstock Security Trust Deed), and (vii) Excel
Realty Partners, L.P. shall have executed and delivered an agreement or
agreements, which shall be in form and substance satisfactory to the Lender
Parties (which, for the avoidance of doubt, shall extend the redemption date of
the ERP Preferred Interests to, on or after January 15, 2009).  Each of the Lender Parties hereby consents
to, and waives any default under the Loan Documents and/or the Extension
Agreement, any Event of Default and any Trigger Event that may arise as a
result of the execution and delivery of the documents contemplated by clauses
(ii), (iii), (iv), (v), (vi) and (vii) of this paragraph (the “Other December Agreements”)
by the applicable Centro Entities and/or Super Entities party thereto and the
consummation of the transactions contemplated thereby.  Other than as set forth in this paragraph or
any other paragraph in this letter agreement or the Extension Agreement, the
Lender Parties have not consented to any matters that would otherwise
constitute a default under the Loan Documents and/or the Extension Agreement,
an Event of Default or a Trigger Event.


 


(b)           Each
of the Lender Parties hereby gives its consent to the amendment of the
Headstock Security Trust Deed and the Guarantor Security Trust Deed for the
purpose of securing certain hedge agreements that may be entered into by any of
the Initial Guarantors and any of the Australian Bank/Noteholder Group Lenders
after the execution date hereof but prior to the Maturity Date; provided that such consent is conditional upon such
amendments being effected prior to the Maturity Date and in form and substance
satisfactory to the Lender Parties.


 


(c)           Provided
BoA (Australia) executes and delivers an agreement as contemplated in the
subparagraph above, the Lender Parties acknowledge that BoA (Australia) will
continue to be a Beneficiary, the BoA Hedge Loan will continue to be a Finance
Document and a Relevant Document under the Headstock Security Trust Deed and
this subparagraph shall be deemed to be satisfactory evidence to the Security
Trustee (each term in this subparagraph not otherwise defined herein, as
defined in the Headstock Security Trust Deed) as required under clause 5.5(b) of
the Headstock Security Trust Deed.


 


4

















 


10.           Reaffirmation
of Borrower and Guarantor Representations and Warranties Under Extension
Agreement.  The Borrower and the
Guarantors agree and acknowledge that all of the representations and warranties
of the applicable Super Entities and the Centro Entities contained in the
Extension Agreement are true and correct in all material respects on the
effective date hereof immediately after giving effect to this letter agreement,
and all such representations and warranties are hereby incorporated by
reference and reaffirmed as if set forth fully and in their entirety, with the
same effect as though such representations and warranties had been made on and
as of the effective date hereof (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date). 
Nothing in the foregoing shall be deemed to be a reaffirmation by APT of
any representations and warranties made by or with respect to any Person under
the Extension Agreement other than such representations and warranties as were
made by or with respect to APT.


 


11.           Reaffirmation
by Guarantors Under Respective Guaranty Agreements.  Each Guarantor hereby unconditionally
reaffirms its respective continuing guaranty obligations to the Administrative
Agent and the Lenders under the applicable Guaranty (which, for the avoidance
of doubt, shall include, without limitation, (A) in the case of the
Guarantors other than the Initial Guarantors and APT, that certain Guaranty
Agreement (Payment), dated as of March 28, 2008, and (B) in the case
of APT, that certain Guaranty Agreement (Payment), dated as of May 7,
2008, in favor of the Administrative Agent, as agent for the Lenders) and
agrees that the transactions contemplated by this letter agreement shall not in
any way affect the validity and enforceability of such guaranty obligations or
the Loan Documents or the applicable Guaranty or reduce, impair or discharge
their obligations thereunder.


 


12.           Miscellaneous.  This letter agreement shall constitute part
of the Loan Agreement for purposes of indemnification and the indemnification
provisions provided therein shall extend to this letter agreement.  The provisions of this paragraph shall not
limit the indemnification rights of any party under the Loan Agreement.


 


13.           Payment
of Costs.  The respective counsel and
advisors to each Lender Party shall continue to receive payment in full of all
invoiced costs, fees and expenses as and when required pursuant to Section 1(e) of
the Initial Extension Agreement.


 


14.           Due
Authorization, Etc.  Each of the
parties hereto hereby represents and warrants that each of the following
statements is true, accurate and complete as to such party as of the effective
date of this letter agreement:


 


(a)           such
party has carefully read and fully understood all of the terms and conditions
of this letter agreement;


 


(b)           such
party has consulted with, or had a full and fair opportunity to consult with, an
attorney regarding the terms and conditions of this letter agreement;


 


(c)           such
party has had a full and fair opportunity to participate in the drafting of
this letter agreement;


 


5

















 


(d)           such
party is freely, voluntarily, knowingly and intelligently entering into this
letter agreement;


 


(e)           in
entering into this letter agreement, such party has not relied upon any
representation, warranty, covenant or agreement not expressly set forth herein
and in the Loan Agreement, the Extension Agreement and other documents
delivered in connection therewith;


 


(f)            this
letter agreement has been duly authorized and validly executed and delivered by
such party and constitutes each such party’s legal, valid and binding obligation,
enforceable in accordance with its terms; and


 


(g)           such
party is duly organized, validly existing and in good standing under the laws
of its jurisdiction of formation and has the full power and legal authority to
execute this letter agreement, consummate the transactions contemplated hereby,
and perform its obligations hereunder.


 


15.           Capacity.  The person or persons signing the letter
agreement on behalf of the Borrower and the Guarantors, respectively, is
signing strictly in his/her respective corporate capacity and not in an
individual capacity.


 


16.           Non-Contravention.  The execution, delivery and performance by
the Super Entities and the Guarantors, as applicable, of each such entity’s
respective obligations under and in connection with (a) the Other December Agreements
and (b) the Extension Agreement, in each case, as amended and/or modified
by this letter agreement, will not (i) contravene, result in any breach
of, or constitute a default under, or result in the creation of any encumbrance
in respect of any property of such entity or any of its subsidiaries under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter, memorandum and articles of association, regulations or
by-laws, or any other agreement or instrument to which such entity or any of
its subsidiaries is bound or by which such entity or any of its subsidiaries or
any of their respective properties may be bound or affected (including, without
limitation, the Other December Agreements), (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or governmental authority
applicable to such entity or any of its subsidiaries, (iii) violate any
provision of any statute or other rule or regulation of any governmental
authority applicable to such entity or any of its subsidiaries or (iv) contravene
any of its constituent documents.


 


17.           Counterparts.  This letter agreement may be executed in one
or more counterparts and by different parties hereto on separate counterparts,
each of which, when so executed, shall constitute one and the same agreement.


 


18.           Governing
Law.  This letter agreement shall be
construed in accordance with the laws of the State of New York, and the
obligations, rights, and remedies of the parties hereto shall be determined in
accordance with such laws.


 


19.           No
Third Party Beneficiaries; No Reliance. 
This letter agreement is made and entered into for the sole protection
and legal benefit of the parties hereto, and their permitted successors and
assigns, and no other person or entity, under any circumstances, shall (i) be
a 


 


6

















 


direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim
in connection with, this letter agreement or the Proposed Modifications, or (ii) be
entitled to rely, or have any right whatsoever to rely, on any of the terms,
provisions and agreements set forth herein or incorporated herein.


 


20.           Continuation
of Effectiveness of Extension Agreement. 
Other than as expressly modified by this letter agreement, all terms and
provisions of the Extension Agreement shall remain in full force and effect.


 


21.           Incorporation
of Terms; Integration; Conflict.  The
Extension Agreement shall be deemed to incorporate the terms and provisions of
this letter agreement.  Other than as
specifically modified by this letter agreement, all of the terms and conditions
of the Loan Documents (including, without limitation, all obligations of the
Guarantors with respect thereto) and the Extension Agreement are hereby
ratified and confirmed and the Loan Documents and the Extension Agreement each
remain in full force and effect as of the date hereof, and constitutes the
legal, valid and binding obligation, contract and agreement of the Borrower,
the Guarantors and the Lender Parties. 
This letter agreement (and the Extension Agreement, as modified by this
letter agreement) is deemed to be a Loan Document, such that, among other
things, any Trigger Event shall constitute an Event of Default under the Loan
Documents.  In the event of any conflict
between the terms and provisions of the Extension Agreement, as modified
hereby, and any of the other Loan Documents, the Extension Agreement shall
govern and control.


 


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


 


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


 


[Signature Pages Follow]


 


7














 


Very truly yours,


 


 


	
  BORROWER:

  	
  CENTRO NP LLC, a Maryland limited liability
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
  GUARANTORS:

  	
  NEW
  PLAN REALTY TRUST, LLC a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

  	
  EXCEL
  REALTY TRUST-NC, a North Carolina general partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
						



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:   New Plan of Tennessee, LLC, a Delaware limited liability company, its
  sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

  	
  POINTE
  ORLANDO DEVELOPMENT COMPANY, a California general partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:   ERT Development Corporation, a Delaware corporation, general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

  	
  By:   ERT Pointe Orlando, Inc., a New York Corporation,  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:   CA New Plan Texas Assets, LLC, a Delaware limited liability company,
  its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:   HK New Plan Lower Tier OH, LLC, a Delaware limited liability company,
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

  	
  CENTRO
  PROPERTIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Peter Wilkinson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter Wilkinson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Company Secretary

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Peter Wilkinson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter Wilkinson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Elizabeth Hourigan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Company Secretary

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  



 

















 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:   HK
  New Plan Macon Chapman TRS GP Company, a Delaware corporation, its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

  	
  BPR
  SHOPPING CENTER, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Siegel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Siegel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


	
   

  	
  AUSTRALIAN
  PUBLIC TRUSTEES LIMITED, as trustee of the DPF Sub Trust No 2

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
   

  	
  By:

  	
  /s/
  Darren Olney-Fraser

  
	
   

  	
   

  	
  Name: Darren
  Olney-Fraser

  
	
   

  	
   

  	
  Title: Director

  



 

















 


	
  CONSENTED
  AND AGREED TO

  	
   

  
	
  THIS
      DAY OF DECEMBER, 2008:

  	
   

  
	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael W. Edwards

  	
   

  
	
   

  	
  Name:
  Michael W. Edwards

  	
   

  
	
   

  	
  Title:
  Senior Vice President