Exhibit
10.1


FIRST AMENDMENT TO
AMENDED AND RESTATED


REVOLVING CREDIT
AGREEMENT


 


This FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of December 16,
2007 (this “Amendment”) is entered into between and among CENTRO NP LLC,
a Maryland limited liability company (the “Borrower”), the Guarantors
party hereto, the Lenders party
hereto and BANK OF AMERICA, N.A., as Administrative Agent. 
Capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms in the Credit Agreement (defined below), as
amended hereby.


 


WHEREAS, the Borrower, the
Lenders and the Administrative Agent entered into that certain Amended and
Restated Revolving Credit Agreement dated as of July 31, 2007 (the “Credit
Agreement”); and


 


WHEREAS, the Borrower has
requested that the Administrative
Agent and Lenders amend the Credit
Agreement in accordance with the terms hereof; and


 


WHEREAS, the
Administrative Agent and Lenders have agreed, based on Borrower’s request, to
amend the Credit Agreement on the terms and conditions set forth herein;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged by the parties hereto, the parties hereto agree as follows:


 


1.                                       Amendments to Credit Agreement.


 


(a)                                  The definition of “Maturity Date” in Section 1.1
of the Credit Agreement is amended and restated in its entirety to read as
follows:


 


“Maturity Date”:  the earlier of (a) February 15,
2008, or (b) the date on which the Notes shall become due and payable, whether
by acceleration or otherwise.


 


                                                (b)                                 From and after the effective date of this
Amendment, the table set forth within the definition of Applicable Margin shall
be deemed restated as set forth below; provided, that prior to the
occurrence of an Event of Default, the Borrower shall only be obligated to pay
the Applicable Margin in effect immediately prior to giving effect to this
Amendment (the “Prior Margin”), and the differential between the
Applicable Margin per annum as calculated giving effect to the table set forth
below and the Prior Margin shall accrue and become due and payable on the
Maturity Date.


 




	
  Pricing Level

  	
   

  	
  LIBOR Loans/Letter

  of Credit

  Commission Fee

  	
   

  	
  Prime Rate

  Loans

  	
   

  	
  Applicable Facility

  Fee Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Pricing Levels

  	
   

  	
  1.75%

  	
   

  	
  1.75%

  	
   

  	
  0.225%

  	
   

  






 


2.                                       Additional
Provisions.  The Borrower
and the Lenders hereby agree that, notwithstanding anything set forth herein or
in the Credit Agreement to the contrary:


 


(a)                                  Additional Events
of Default.  It shall
constitute an immediate Event of Default under the Credit Agreement,
irrespective of any otherwise applicable grace period, if, from and after the
date hereof:


 


(i)                                     the Borrower shall
make any Restricted Payment (as defined below) except for Restricted Payments
necessary for Super to make regularly scheduled payments of interest under the
Bridge Loan Agreement as and when due and except for (without duplication)
Restricted Payments necessary to enable Super to comply with any REIT
Distribution Requirement (as defined in the Bridge Loan Agreement as in effect
on the date hereof); or


 


(ii)                                  any voluntary or
involuntary bankruptcy case or proceeding shall be commenced, or any trustee
shall be appointed or receivership, winding up or similar proceedings


 

















 


commenced, by or against any of
the Centro Entities (as defined below) and/or any of the Super Entities (as
defined below) or their respective subsidiaries or affiliates until title 11 of
the United States Code, as amended, or otherwise, or any other similar law of
any foreign jurisdiction; or


 


(iii)                               an event of default
shall at any time exist (whether or not such event of default is subsequently
waived by the applicable lenders in respect thereof) (x) in respect of the
Bridge Loan Agreement, but only to the extent that such event of default shall
cause the obligations thereunder to be accelerated, (y) any of the
revolving credit and term loan facilities provided by KeyBank National
Association or its Affiliates to any of the Super Entities (as defined below),
including without limitation Centro GA American LLC, Galileo Sub LLC, or
various subsidiaries of Super and CWAR 14 LLC (collectively, the “KeyBank
Facilities”), but only to the extent that such event of default shall cause
the obligations thereunder to be accelerated, or (z) under any other
credit facility provided to the Super Entities (as defined below) and any of
their respective direct and indirect parent entities and subsidiaries (all such
entities, collectively, the “Centro Entities”), that is material to the
financial condition or business affairs of the Centro Entities taken as a
whole, including for avoidance of doubt the Australian Credit Facility (as  defined in the Bridge Loan Agreement as in
effect on the date hereof) but excluding the Bridge Loan Agreement and the
KeyBank Facilities; or


 


                                                                                                (iv)                              Super, or any of
its direct or indirect Subsidiaries (collectively, the “Super Entities”),
other than the Borrower in respect of the Credit Agreement, shall (x) make
any prepayment of principal (whether mandatory or optional) in respect of its,
or their, respective obligations to its, or their, respective lenders (other
than the KeyBank Facilities, but otherwise including, without limitation, any
payments of principal with respect to the Bridge Loan Agreement) other than,
subject in all cases to Section 2(a)(i) hereof, all regularly scheduled debt service
payments required to be made on mortgages or other similar financing agreements
for any of the Super Entities and mandatory
prepayments by any such Super Entity in respect of proceeds of collateral from
asset dispositions, casualty or condemnation, provided that such proceeds are
provided to the appropriate administrative agent or lender under the relevant
credit agreement with a lien on such collateral, or (y) grant, suffer the imposition of or permit (whether
voluntarily or involuntarily) any liens or security interests upon any of its
respective assets or property of any nature whatsoever in favor of any person,
entity, partnership, corporation or creditor other than the Administrative Agent
or the Lenders, other than Permitted Encumbrances (as defined in the Bridge
Loan Agreement as in effect on the date hereof but excluding those described in clause (g) and (l) thereof);
or


 


                                                                                                (v)                                 any of the Super
Entities shall borrow additional amounts (or repay and reborrow) or obtain new
letters of credit under any of the KeyBank Facilities; or


 


                                                                                                (vi)                              the Borrower or
Guarantors shall fail to comply with any obligations under this Amendment,
including without limitation those obligations set forth in clause (d) below;
or


 


                                                                                                (vii)                           (x) any of the
Australian Credit Facility, the Bridge Loan Agreement or the KeyBank Facilities
are terminated or modified in any material respect or (y) any extension
agreement required to be entered into as a condition precedent to the
effectiveness of this Amendment terminates or lapses in accordance with its
terms or is amended or modified in any material respect, or (z) any of the
Centro Entities terminate or modify in any material respect the transactions
contemplated by any such extension agreement or an event of default occurs
under any loan agreement or other material financing agreement or contract to
which any of the Centro Entities is a party that is material to the financial
condition or business affairs of the Centro Entities taken as a whole (other
than the KeyBank Facilities or the Bridge Loan Agreement); or


 


(viii)                        without the prior
written consent of all of the Lenders, if any Centro Entity or any Super
Entity, respectively, grants, suffers the imposition of or permit (whether
voluntary or involuntary) any liens or security interests upon any of its
respective assets or property of any nature whatsoever in favor of any person,
entity, partnership, corporation or creditor other than the Lenders, except for
Permitted Encumbrances (as defined in the Bridge Loan Agreement as in effect on the date hereof, but excluding subparagraphs (g) and (l) of
such definition).


 

















 


As used herein, the term “Restricted Payment” shall mean,
as to any Person, any dividend or other distribution by such Person (whether in
cash, securities or other property) with respect to any shares of any class of
equity securities or beneficial interests of such Person, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares or beneficial
interests or any option, warrant or other right to acquire any such shares or
beneficial interests.


 


(b)                                 No Additional
Borrowings.  From and after
the date hereof, the Borrower shall not request and the Lenders shall have
no obligation to make any extensions of credit under the Credit Agreement,
including the making of any Loans or Letters of Credit (but excluding the
one-time extension of any Letters of Credit previously issued and outstanding,
subject to the other terms and conditions in the Credit Agreement).


 


(c)                                  Additional
Obligations.  From and after
the date hereof, the Borrower shall, in addition to and not in lieu of any
other obligations under the Credit Agreement:


 


(i)                                     deliver to the
Administrative Agent, on or before 5:00 p.m. prevailing eastern time on December 31,
2007, (x) the
then-most current quarterly and monthly financial statements for the Centro
Entities, including, without limitation, balance sheet and statements of income
and cash flow, in each case in reasonable detail and prepared in a manner
consistent with historical reporting practices, (y) a 30-day cash flow
report for the Centro Entities and for Super and its respective Subsidiaries
(excluding Joint Venture Entities, as defined in the Bridge Loan Agreement as
in effect on the date hereof) (the “Super Entities”), respectively, and (z) a
current organizational chart for the Centro Entities detailing ownership of
assets by legal entity;


 


(ii)                                  cause the Super Entities and the
Guarantors to cooperate fully with the Lenders and their respective agents and
professionals (legal and financial), including in connection with any financial
review or appraisal of the businesses, assets or financial condition of the
Super Entities, to provide such Lenders and their agents and professionals with
all reasonably requested information, in all cases at the expense of the Super
Entities, and to pay promptly all reasonable out-of-pocket expenses of the
Lenders, including, without limitation, in respect of such legal and financial
professionals, whether related to this Amendment or incurred in connection with
the negotiations related to the Credit Agreement prior hereto, within two (2) business
days of presentment of any summary invoice by any Lender or its respective
legal or financial professionals (it being understood and agreed that the
presentment of such summary invoice shall not constitute a waiver of the
attorney-client privilege or any other applicable privilege);


 


(iii)                               cause each Super Entity and each
Guarantor, upon the prior request of any Lender, to grant such Lender and its
professionals (including, without limitation, its lawyers, accountants and
appraisers) during business hours reasonable access to, and to, as promptly as
practical, schedule meetings and conference calls with, management personnel
and any financial advisors or restructuring consultants retained by the Super
Entities or Guarantors; and


 


(iv)                              cause the Guarantors and each of the
Super Entities to (A) provide the Lenders with updates on the progress of
negotiations in respect of all material transactions contemplated by the Centro
Entities to refinance or restructure any outstanding indebtedness, and (B) notify
the Lenders with respect to the occurrence of any Trigger Event (as defined in
that certain extension letter agreement dated as of the date hereof among the
parties to the Bridge Loan Agreement) promptly after becoming aware of the
existence of any circumstances giving rise to such Trigger Event and in any
event within one Business Day.


 


                                                (d)                                 Extension 
Fee.  The Borrower shall pay to the Administrative
Agent (for the benefit of the Lenders) an extension fee (the “Extension Fee”)
under the Loan Documents equal to $3,292,952 (which Extension Fee shall be
payable to the Lenders based on their respective Commitment Percentages);
provided, that (i) the Extension Fee shall be deemed fully earned on the
effective date of this Amendment, but the Borrower shall not be required to
remit payment of the Extension Fee to the Administrative Agent until the
Maturity Date; and (ii) if the Extension Fee is not
paid on the Maturity Date, the Borrower shall


 

















 


pay default interest (from and after such date) on that unpaid amount in
accordance with the Loan Documents.  The
Lenders shall credit the Extension Fee against any fees payable to the Lenders
with respect to any other credit facility entered into to consolidate or
refinance the Debt under the Loan Documents (it being acknowledged that the Lenders have not entered into or made any
commitment to extend any such other credit facility to consolidate or refinance
the obligations under the Loan Documents).


 


                                                (e)                                  Liens.  The Borrower and the Guarantors hereby agree, without the prior written
consent of all of the Lenders, not to grant, suffer the imposition of or permit
(whether voluntary or involuntary) any liens or security interests upon any of
its respective assets or property of any nature whatsoever in favor of any
person, entity, partnership, corporation or creditor other than the Lenders, except for Permitted Encumbrances (as defined in
the Bridge Loan Agreement, but excluding subparagraphs (g) and (l) of
such definition).


 


3.                                       Conditions Precedent.  The
effectiveness of this Amendment is subject to receipt by the Administrative
Agent of each of the following, each in form and substance satisfactory to the
Administrative Agent:


 


(a)                                  a counterpart of this Amendment duly
executed by the Borrower, the Guarantors, the Administrative Agent and the
Lenders;


 


(b)                                 duly executed and effective copies of corresponding
amendments (for avoidance of doubt, extending the maturity of the underlying
obligations to no sooner than January 30, 2008) in respect of the Bridge
Loan Agreement, the KeyBank Facilities and the Australian Credit Facility; and


 


(c)                                  such other documents, instruments and
agreements as the Administrative Agent may reasonably request.


 


The Lenders acknowledge
that the above clauses (b) and (c) shall be satisfied upon delivery
of signature pages by the Lenders.


 


4.                                       Representations.  The Borrower
and each of the Guarantors collectively represent and warrant to the
Administrative Agent and the Lenders that:


 


(a)                                  Authorization.  The Borrower and each Guarantor, respectively, has the
right and power and has obtained all authorizations necessary to execute and
deliver this Amendment and to perform its respective obligations hereunder and
under the Credit Agreement, as amended by this Amendment, and under the Loan
Documents in accordance with their respective terms.  This Amendment has been duly executed and
delivered by Authorized Signatories of the Borrower and each Guarantor,
respectively, and each of this Amendment, the Credit Agreement, as amended by
this Amendment, and each of the Loan Documents is a legal, valid and binding
obligation of the Borrower and each Guarantor (each as applicable), enforceable
against the Borrower and each Guarantor (each as applicable) in accordance with
its respective terms, except as the same may be limited by bankruptcy,
insolvency, and other similar laws affecting the rights of creditors generally
and the availability of equitable remedies for the enforcement of certain
obligations contained herein or therein may be limited by equitable principles
generally.


 


(b)                                 No Default.  No Default or
Event of Default has occurred and is continuing as of the date hereof nor will
exist immediately after giving effect to this Amendment.


 


(c)                                  Reaffirmation of Representations. 
All representations and warranties made by such party to the
Administrative Agent and the Lenders in the Credit Agreement and the other Loan
Documents to which it is a party are true and correct on and as of the date
hereof (except to the extent any such representation or warranty expressly
relates to an earlier date) with the same force and effect as if such
representations and warranties were set forth in this Amendment in full and
given on and as of the date hereof; provided, that the Borrower has
disclosed that the Pledge Agreement (as defined in the Bridge Loan Agreement)
may constitute a default in certain underlying loan agreements with respect to
individual properties owned by certain of the Super Entities.


 

















 


5.                                       Reaffirmation of Guaranty.


 


(a)                                  Each of the Subsidiary Guarantors hereby
reaffirms its respective continuing guaranty obligations to the Administrative
Agent and the Lenders under the applicable Guaranty and agree that the
transactions contemplated by this Amendment shall not in any way affect the
validity and enforceability of such guaranties or the Credit Agreement or the
applicable Guaranty or reduce, impair or discharge their obligations
thereunder.


 


(b)                                 Each of the Centro Parties hereby
reaffirms its respective continuing guaranty obligations to the Administrative
Agent and the Lenders under the Centro Party Guaranty and agree that the
transactions contemplated by this Amendment shall not in any way affect the
validity and enforceability of such guaranties or the Credit Agreement or the Centro
Party Guaranty or reduce, impair or discharge their obligations thereunder.


 


6.                                       Loan Document.  Each
reference to the Credit Agreement in any of the Loan Documents shall be deemed
to be a reference to the Credit Agreement as amended by this Amendment and this
Amendment shall be deemed a Loan Document for purposes of the application of
provisions of the Credit Agreement generally applicable thereto (including,
without limitation, any waiver provisions). 
Except as expressly herein amended, the terms and conditions of the
Credit Agreement and the other Loan Documents remain in full force and effect.


 


7.                                       GOVERNING LAW.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.


 


8.                                       Sharing of Information.  The Borrower
and each Guarantor hereby agrees to allow the Administrative Agent and the
Lenders and their respective officers and agents to participate in
conversations and meetings and exchange confidential information regarding any
of the Centro Entities (including without limitation relating to transactions
and potential transactions under the Credit Agreement and/or other material
financing agreements, or the business, operations, financial condition or
prospects of the Centro Entities) with each of the other Lenders, any other
lender to the Centro Entities, any advisors to any of the Centro Entities or
lender to the Centro Entities, and any other entities participating in or
contemplating transactions with any Centro Entity.  All such conversations and meetings and
exchanges of confidential information shall be subject to Section 11.16 of
the Loan Agreement, as modified by the immediately preceding sentence.


 


9.                                       Release.  The Borrower and each Guarantor hereby represents and warrants that it
has no claims, counterclaims, offsets, or defenses to the Credit Agreement or
any of the Loan Documents, or to the performance of their respective
obligations thereunder and, in
consideration of the Lenders’ and Administrative Agent’s willingness to enter
into this Amendment, hereby releases the Administrative Agent and the Lenders, and each of their
respective officers, employees, representatives, agents, affiliates, counsel
and directors from any and all actions, causes of action, claims, demands,
damages and liabilities of whatever kind or nature, in law or in equity, now
known or unknown, suspected or unsuspected to the extent that any of the
foregoing arises from any action or failure to act on or prior to the date
hereof.


 


10.                                 Exculpation.  The person
signing this Amendment on behalf of the Borrower and the Guarantors is signing
strictly in his/her corporate capacity and not in an individual capacity.  The Lenders shall not assert, seek or obtain,
and there shall be no personal liability against the person signing this
Agreement other than with respect to or arising by virtue of fraud, intentional
misstatement or gross mismanagement.


 


11.                                 Counterparts.  This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.  Delivery by facsimile by any of the parties
hereto of an executed counterpart of this Amendment shall be as effective as an
original executed counterpart hereof and shall be deemed a representation that
an original executed counterpart hereof will be delivered.  Each counterpart hereof shall be deemed to be
an original and shall be binding upon all parties, their successors and
assigns.


 

















 


                                                IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date hereof.


 


	
  BORROWER:

  	
  CENTRO NP LLC, a
  Maryland limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  NEW PLAN REALTY TRUST,
  LLC a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST -
  ST, LLC, a Delaware Limited Liability Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN FLORIDA
  HOLDINGS, LLC, a Delaware Limited Liability Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CA New Plan
  Asset, Inc., a Delaware corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCEL REALTY TRUST-NC,
  a North Carolina general partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NC Properties#1 Inc., a
  Delaware corporation, its managing partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
											



 

















 


	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New Plan of
  Tennessee, Inc., a Delaware corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POINTE ORLANDO DEVELOPMENT
  COMPANY, a California general partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ERT Development
  Corporation, a Delaware corporation, general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CA New Plan Floating
  Rate SPE, Inc., a Delaware corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: 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/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  	
   

  
	
   

  	
  Name: John Hutchinson

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
									



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  
	
   

  	
  Name: John Hutchinson

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  
	
   

  	
  Name: John Hutchinson

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  NEW PLAN EXCEL REALTY
  TRUST, INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Hutchinson

  	
   

  
	
   

  	
  Name: John Hutchinson

  
	
   

  	
  Title: Vice President

  
						



 

















 


	
   

  	
  CPT MANAGER LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Andrew Scott

  	
   

  
	
   

  	
  Name: Andrew Scott

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Elizabeth Hourigan

  	
   

  
	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
  Title: Company
  Secretary

  
	
   

  	
   

  
	
   

  	
  CENTRO PROPERTIES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Andrew Scott

  	
   

  
	
   

  	
  Name: Andrew Scott

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Elizabeth Hourigan

  	
   

  
	
   

  	
  Name: Elizabeth Hourigan

  
	
   

  	
  Title: Company Secretary

  
							



 

















 


	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark Mokelke

  	
   

  
	
   

  	
  Name: Mark Mokelke

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark Mokelke

  	
   

  
	
   

  	
  Name: Mark Mokelke

  
	
   

  	
  Title: Vice President