10-K

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
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 the Act: None

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

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

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

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

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

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer ý Smaller Reporting Company o

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

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

         The registrant does not have common stock.

TABLE OF CONTENTS

			Page
PART I
	Item 1.	Business	4
	Item 1A.	Risk Factors	14
	Item 1B.	Unresolved Staff Comments	22
	Item 2.	Properties	23
	Item 3.	Legal Proceedings	25
	Item 4.	Submission of Matters to a Vote of Security Holders	25
PART II
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
	Item 6.	Selected Financial Data	27
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	53
	Item 8.	Financial Statements and Supplementary Data	53
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
	Item 9A.	Controls and Procedures	54
	Item 9B.	Other Information	54
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	55
	Item 11.	Executive Compensation	56
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
	Item 14.	Principal Accountant Fees and Services	74
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	76

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PART I

Forward-Looking Statements

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

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liquidity risks, including (i) the inability to refinance our short-term and long-term indebtedness on favorable terms or at all, (ii) our reliance upon distributions from a joint venture we do not control for our working capital, and (iii) our potential need to complete asset sales in order to fund our operations;

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downgrades, and possible future downgrades, in our credit rating;

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national or local economic, business, real estate and other market conditions, including the ability of the general economy to recover timely from economic downturns;

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the competitive environment in which we operate;

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property ownership risks;

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the level and volatility of interest rates and changes in the capitalization rates with respect to the disposition of properties;

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financial stability of tenants, including the ability of tenants to pay rent, the decision of tenants to close stores and the effect of bankruptcy laws;

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governmental approvals, actions and initiatives;

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environmental/safety requirements and costs;

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risks of default in credit facilities of our affiliates which could cause cross-defaults in our credit facilities;

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risks of real estate acquisition and development, including the failure of pending developments and redevelopments to be completed on time and within budget and the failure of newly developed properties to perform as expected;

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risks of disposition strategies, including the failure to complete sales on a timely basis;

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risks of joint venture activities; and

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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 Exchange Commission (the "SEC") or in other documents that we publicly disseminate.

        We undertake no 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 are an owner and operator of community and neighborhood shopping centers in the United States. As of December 31, 2008, we owned interests in 203 properties in 28 states, including 202 wholly-owned properties and one property held through a consolidated joint venture (collectively, our "Consolidated Portfolio"), as well as 257 properties held through unconsolidated joint ventures. The 460 properties include 445 community and neighborhood shopping centers with approximately 71.2 million square feet of gross leasable area ("GLA"), and 15 related retail assets with approximately 1.3 million square feet of GLA. Our Consolidated Portfolio includes 197 community and neighborhood shopping centers with approximately 30.0 million square feet of GLA. At December 31, 2008, the GLA for our Consolidated Portfolio was approximately 86% leased and the GLA for our total portfolio, including our pro rata share of joint venture properties, was approximately 90% leased.

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

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

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

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

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

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

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

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

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

Recent Developments

Extension of Amended July 2007 Facility

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

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

        Material modifications to the Amended July 2007 Facility include:

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extension of the maturity date from January 15, 2009 to December 31, 2010;

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the default interest rate was increased such that upon the occurrence of an event of default, interest accrues at a rate equal to LIBOR or the prime rate plus 11.25%. No event of default has occurred and interest continues to accrue at LIBOR or the prime rate plus 1.75%;

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the loans and other obligations under the Amended July 2007 Facility are required to be paid upon the receipt by us of net proceeds from the disposition of certain properties;

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net proceeds in respect of certain casualty and condemnation events affecting certain properties are required to be applied towards the prepayment of the loan;

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except for certain permitted sales, dispositions and distributions, we are prohibited from selling or transferring property and making equity issuances without lender consent;

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except for certain permitted payments and distributions, we are restricted from making payments of cash or other property in respect of other indebtedness without lender consent;

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the requirement that we manage at least 90% of our properties was revised to permit the Management Joint Venture or one of its indirect or direct subsidiaries to also act as manager of such properties;

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certain of our parent entities covenanted to take and avoid taking certain actions with respect to us (e.g. entering into any agreement that limits our flexibility, or grants lender consent rights, with respect to the sale of Company assets, obtaining guaranties from us with respect to parent debt, pledging assets of the Company in favor of parent's creditors, and permitting us to transfer assets to our parent entities), and a breach of such covenants was made an event of default under the Supplement to the Amended July 2007 Facility; and

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release of the parent company guaranty under that certain Guaranty Agreement, dated July 31, 2007, by and among CPT Manager Limited, as a responsible entity of the Centro Property Trust ("CPT"), and Centro Properties Limited ("CPL") as guarantors in favor of Bank of America, N.A., as administrative agent.

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

Second Amended and Restated Super Bridge Loan

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

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

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

Preston Ridge Facility

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

Residual Credit Facility

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

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DownREIT Redemption Right

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

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

Extension and Payment of Secured Term Loan Payments

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

Tender Offer

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

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

New Chief Executive Officer

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

Focused Product Strategy

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

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proactively managing our properties through our property manager;

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redeveloping and upgrading our properties where appropriate and when we have sufficient capital;

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effecting strategic asset dispositions;

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completing our current new development opportunities;

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

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achieving a stable financial position.

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

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

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

Aggressive Management

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

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

Redevelopment and Outparcel Development of Properties

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

New Development of Properties

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

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

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

Acquisition of Properties

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

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

Disposition of Properties

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

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

Residual Joint Venture

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

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

Portfolio Diversification

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

Competition

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

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

Environmental Exposure

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

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

Employees

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

Available Information

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

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Financial Information about Industry Segments

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

Item 1A.    Risk Factors

Overview

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•

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

•

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

•

making us more vulnerable to economic and industry downturns.

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

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

•

changes in national, regional and local economic climate;

•

local conditions, including an oversupply of space in properties similar to those that we own, or a reduction in demand for properties similar to those that we own;

•

the attractiveness of our properties to tenants;

•

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

•

competition from other available properties;

•

changes in market rental rates;

•

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

•

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

•

earthquakes, tornados, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses;

•

the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market 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.

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

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

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

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

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

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

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

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

•

abandonment of development activities after expending resources to determine feasibility;

•

construction and/or lease-up delays;

•

cost overruns, including construction costs that exceed our original estimates;

•

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

•

delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws.

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

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

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

•

in these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of the project, which may prevent us from taking actions that are opposed by our joint venture partners;

•

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

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•

our co-venturers or partners might have interests or goals that are inconsistent with our interests or goals, and may be in a position to take actions contrary to our interests or otherwise impede our objectives;

•

our co-venturers or partners also might become insolvent or bankrupt, which may delay construction or development of a property or increase our financial commitment to the joint venture;

•

such investments have the potential risk of impasse on certain major decisions, such as a sale, because neither we nor our partner or co-venturer typically have full control over the joint venture;

•

any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract management from focusing their time and effort on our business; and

•

we might be liable for the actions of our joint venture partners in certain circumstances.

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

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

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

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

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

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

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

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

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

21

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

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

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

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

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

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

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

Item 1B.Unresolved SEC Staff Comments

        Not applicable.

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Item 2.    Properties

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

State	Number of Properties		Percent Leased			GLA(1)		Percent of Scheduled ABR(2)
Alabama		3		28	%		321,166		0.2	%
Arizona		1		79	%		249,694		0.9	%
California		7		96	%		1,074,692		5.1	%
Colorado		3		90	%		494,275		2.3	%
Florida		20		88	%		3,318,461		12.6	%
Georgia		16		86	%		1,963,192		5.1	%
Illinois		4		86	%		462,040		1.6	%
Indiana		5		88	%		684,692		1.6	%
Iowa		1		92	%		240,708		0.4	%
Kentucky		6		94	%		1,210,234		4.2	%
Louisiana		3		83	%		524,612		1.1	%
Maryland		2		54	%		243,568		0.7	%
Michigan		9		84	%		1,306,975		5.0	%
Mississippi		1		98	%		112,148		0.2	%
Nevada		1		55	%		167,296		0.4	%
New Jersey		6		96	%		744,586		3.5	%
New Mexico		1		100	%		48,000		0.2	%
New York		12		90	%		1,687,227		8.0	%
North Carolina		4		73	%		518,779		1.0	%
Ohio		20		77	%		3,722,725		9.3	%
Oklahoma		1		75	%		186,851		0.5	%
Pennsylvania		8		91	%		1,720,053		7.7	%
Rhode Island		1		93	%		148,126		0.6	%
South Carolina		3		84	%		787,794		2.1	%
Tennessee		7		89	%		1,372,340		3.9	%
Texas		53		91	%		6,018,279		20.2	%
Virginia		4		77	%		520,458		1.2	%
Wyoming		1		84	%		155,022		0.4	%
		203		86	%		30,003,993		100.0	%

(1)

GLA represents gross leasable area in square feet.

(2)

ABR represents 2008 scheduled ABR based on contractual minimum lease payments as of December 31, 2008.

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

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

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

State	Number of Properties		Percent Leased			GLA(1)		Percent of Scheduled ABR(2)
Alabama		8		68	%		1,623,436		0.7	%
Arizona		5		91	%		804,791		1.0	%
Arkansas		1		60	%		129,897		0.0	%
California		14		94	%		2,256,369		4.8	%
Colorado		6		92	%		1,484,159		2.1	%
Connecticut		14		91	%		2,156,605		0.9	%
Florida		40		91	%		6,742,800		11.6	%
Georgia		36		90	%		5,024,416		5.6	%
Illinois		14		91	%		2,592,789		3.6	%
Indiana		12		89	%		1,885,624		2.2	%
Iowa		2		92	%		510,173		0.3	%
Kansas		2		92	%		267,486		0.2	%
Kentucky		15		94	%		2,930,637		3.7	%
Louisiana		4		87	%		624,850		0.7	%
Maine		2		100	%		274,026		0.0	%
Maryland		2		54	%		243,568		0.5	%
Massachusetts		6		90	%		739,334		0.5	%
Michigan		23		85	%		3,669,205		4.8	%
Minnesota		7		98	%		1,021,806		1.4	%
Mississippi		3		99	%		279,869		0.2	%
Missouri		3		97	%		446,948		0.4	%
Nevada		5		86	%		826,513		0.7	%
New Hampshire		3		91	%		369,385		0.2	%
New Jersey		8		97	%		928,624		2.6	%
New Mexico		2		100	%		176,712		0.1	%
New York		24		94	%		4,164,067		7.3	%
North Carolina		17		90	%		2,744,833		2.1	%
Ohio		34		83	%		6,326,568		7.9	%
Oklahoma		2		87	%		481,464		0.6	%
Pennsylvania		14		94	%		2,841,358		5.7	%
Rhode Island		1		93	%		148,126		0.4	%
South Carolina		7		90	%		1,215,471		1.8	%
Tennessee		19		94	%		3,486,817		4.4	%
Texas		82		92	%		10,470,648		18.5	%
Virginia		14		89	%		1,806,953		1.7	%
Vermont		1		97	%		224,514		0.2	%
West Virginia		3		99	%		357,606		0.0	%
Wisconsin		4		88	%		646,244		0.3	%
Wyoming		1		84	%		155,022		0.3	%
		460		90	%		73,079,713		100.0	%

(1)

GLA represents gross leasable area in square feet.

(2)

ABR represents 2008 scheduled ABR based on contractual minimum lease payments as of December 31, 2008.

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

	Number of Leases Expiring		Leased GLA		Percent of Total ABR
2009		761		3,525,450		13.1	%
2010		581		3,581,044		13.7	%
2011		549		3,126,411		11.9	%
2012		438		2,923,200		12.1	%
2013		358		2,806,309		10.2	%
2014		139		1,618,349		5.7	%
2015		103		1,558,743		7.0	%
2016		87		1,284,798		5.2	%
2017		73		1,301,990		5.6	%
2018+		202		3,947,337		15.6	%
		3,291		25,673,631		100.0	%

Item 3.    Legal Proceedings

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

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

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

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PART II

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

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

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Item 6.    Selected Financial Data

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

			Company						Predecessor
			Year ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
			(In thousands, except per share amounts)
Statement of Operations Data:
Rental revenues:
	Rental income		$	309,087		$	301,426		$	89,602		$	324,897		$	348,607		$	356,330
	Percentage rents			3,854			2,377			2,137			4,747			5,622			5,810
	Expense reimbursements			79,283			76,897			26,959			98,910			95,169			89,999
	Fee income			26,452			21,952			8,832			16,660			10,957			4,797
		Total rental revenues		418,676			402,652			127,530			445,214			460,355			456,936
Expenses:
	Operating costs			77,364			58,154			21,031			69,856			72,454			76,091
	Real estate taxes			51,190			46,454			16,666			57,753			62,477			56,572
	Depreciation and amortization			197,179			184,019			25,026			86,012			87,224			83,892
	Provision for doubtful accounts			4,995			3,109			3,397			7,549			10,046			8,667
	Impairment of real estate			229,934			27,775			—			—			859			43
	Impairment of goodwill and other intangibles			173,536			547,635			—			—			—			—
	General and administrative			25,938			20,531			51,932			28,674			26,359			17,675
		Total expenses		760,136			887,677			118,052			249,844			259,419			242,940
(Loss) income before real estate sales, minority interest and other income and expenses				(341,460	)		(485,025	)		9,478			195,370			200,936			213,996
Other income and expenses:
	Interest, dividend and other income			3,122			4,724			1,524			4,016			4,211			3,631
	Equity in income of unconsolidated ventures			(10,778	)		2,576			974			5,143			4,046			2,378
	Impairment of investments accounted for under the equity method			(63,778	)		—			—			—			—			—
	Interest expense			(100,195	)		(78,332	)		(26,691	)		(93,569	)		(117,357	)		(105,301	)
	Minority interest in income of consolidated partnership and joint ventures			(4,490	)		(5,956	)		(297	)		(745	)		(5,953	)		(796	)
(Loss) income from continuing operations				(517,579	)		(562,013	)		(15,012	)		110,215			85,883			113,908
Discontinued operations:
	Results of discontinued operations			(108	)		2,597			1,939			11,260			15,745			20,041
	(Loss) gain on sale of discontinued operations			(2,935	)		—			2,464			14,648			17,788			(1,139	)
	Impairment of real estate held for sale			(30,168	)		(5,216	)		—			(907	)		—			(88	)
(Loss) income from discontinued operations				(33,211	)		(2,619	)		4,403			25,001			33,533			18,814
(Loss) income before gain on sale of real estate				(550,790	)		(564,632	)		(10,609	)		135,216			119,416			132,722
Gain on sale of real estate				—			—			—			1			186,908			1,218
Net (loss) income			$	(550,790	)	$	(564,632	)	$	(10,609	)	$	135,217		$	306,324		$	133,940
Net (loss) income available to common stock—basic				—			—		$	(22,688	)	$	113,251		$	284,436		$	112,470
Net (loss) income available to common stock—diluted				—			—		$	(22,391	)	$	113,996		$	289,506		$	113,266
Basic (loss) earnings per common share:
	(Loss) earnings per share—continuing operations			—			—		$	(0.26	)	$	0.85		$	2.43		$	0.96
	Earnings per share—discontinued operations			—			—			0.04			0.24			0.32			0.19
Basic (loss) earnings per common share				—			—		$	(0.22	)	$	1.09		$	2.75		$	1.11
Diluted (loss) earnings per common share:
	(Loss) earnings per share—continuing operations			—			—		$	(0.24	)	$	0.82		$	2.40		$	0.92
	Earnings per share—discontinued operations			—			—			0.04			0.23			0.31			0.18
Diluted (loss) earnings per common share				—			—		$	(0.20	)	$	1.05		$	2.71		$	1.10
Average shares outstanding—basic				—			—			103,355			104,102			103,393			100,894
Average shares outstanding—diluted				—			—			109,558			108,814			106,834			103,345
Other Data:
Distributions per common share(1)				—			—		$	0.6250		$	1.25		$	4.45		$	1.65

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	Company				Predecessor
	2008		2007		2006		2005		2004
Balance Sheet Data as of the End of Each Year:
Net real estate	$	2,838,165	$	3,904,430	$	3,135,547	$	3,016,262	$	3,559,763
Total assets		4,157,389		5,625,130		3,534,899		3,369,762		3,831,742
Debt, net(2)		1,775,634		1,831,546		1,834,360		1,644,881		1,996,319
Total liabilities		2,131,035		2,370,361		2,032,677		1,820,717		2,160,797
Minority interest in consolidated partnership and joint Ventures		28,090		86,210		57,485		57,659		30,784
Total members' capital/stockholders' equity		1,998,264		3,168,559		1,444,737		1,491,386		1,640,161

(1)

Amount for the year ended December 31, 2005 includes the 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 mortgage loans, net, notes payable, net, capital leases and credit agreements.

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

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

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

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

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

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

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

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Critical Accounting Policies

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

Revenue Recognition

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

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

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

Real Estate

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

29

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

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

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

Business Combinations

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

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

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

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

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

30

Long Lived Assets

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

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

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

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

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

Recently Issued Accounting Standards

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

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

31

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

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

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

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

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

Results of Operations

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

32

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

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

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

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

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

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

Rental Revenues:

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

33

•

The following significant factors caused material changes in the rental income of the Company:

•

2007 Acquisitions, which increased rental income by approximately $15.4 million

•

Net increases in rental rates, which increased rental income by approximately $7.6 million

•

Increased amortization of below market leases, which leases were recorded at fair value upon completion of the purchase accounting analyses by the Company in connection with the Merger, which increased rental income by approximately $2.7 million

•

Decreased lease settlement income, which decreased rental income by approximately $1.8 million

•

The Residual Joint Venture Transactions, which decreased rental income by approximately $107.7 million

•

The following significant factor caused material changes in the rental income of the Predecessor:

•

Decreased lease settlement income, which decreased rental income by approximately $3.3 million

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

•

The following significant factors caused material changes in the expense reimbursements of the Company:

•

2007 Acquisitions, which increased expense reimbursements by approximately $3.8 million

•

The Residual Joint Venture Transactions, which decreased expense reimbursements by approximately $28.5 million

•

There were no factors that caused material changes in the expense reimbursements of the Predecessor.

Operating Expenses:

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

•

The following significant factors caused material changes in the real estate taxes of the Company:

•

2007 Acquisitions, which increased real estate tax expense by approximately $3.5 million

•

The Residual Joint Venture Transactions, which decreased real estate taxes by approximately $17.7 million

•

There were no factors that caused material changes in the real estate taxes of the Predecessor.

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

•

The following significant factors caused material changes in the depreciation and amortization of the Company:

•

Increased depreciation expense on our real estate properties, which properties were recorded at fair value upon completion of the purchase accounting analyses by the

34

Company in connection with the Merger, which increased depreciation and amortization by approximately $25.5 million

•

2007 Acquisitions, which increased depreciation and amortization by approximately $9.5 million

•

An out of period adjustment which increased depreciation and amortization expenses by approximately $6.2 million. The out of period adjustment arose due to our failure in prior periods to write off intangible assets and below market lease liabilities relating to specific tenants (refer to Note 12 for information on the types of intangible assets) who exited prior to lease expiration. A tenant may exit a lease prior to lease expiration due to early lease termination or tenant bankruptcy. We have undertaken an assessment of the impact of the adjustment needed to account for the write off of the intangible assets discussed above and has concluded that recording the adjustment in the results for the year ended December 31, 2008 rather than prior periods is quantitatively and qualitatively not material to the current period. We have also determined that the net depreciation and amortization expense and rental income which were not recorded in the following prior period results are not quantitatively or qualitatively material to our financial statements for the period from April 5, 2007 to December 31, 2007.

•

The Residual Joint Venture Transactions, which decreased depreciation and amortization by approximately $49.4 million

•

A reduction in the value of the Company's property and asset management rights and other intangibles, due to impairment charges taken by the Company, which decreased the amortization expense associated with such property and asset management rights and other intangible assets, which decreased depreciation and amortization by approximately $4.5 million

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

•

The following significant factors caused material changes in the general and administrative expenses of the Company:

•

Increased franchise tax expense and related service costs, which increased general and administrative expenses by approximately $6.8 million

•

The Management Joint Venture, which decreased general and administrative expenses by approximately $38.2 million

•

Decreased expenses associated with the Company's offshore accounting initiatives, which decreased general and administrative expenses by approximately $2.2 million

•

The following significant factors caused material changes in the general and administrative expenses of the Predecessor:

•

Increased advisory and legal fees incurred by the Predecessor in connection with the Mergers, which increased general and administrative expenses by approximately $22.5 million

•

Increased payroll related expenses, primarily attributable to the Predecessor's recognition of compensation expense associated with stock-based compensation which vested in connection with the Merger, which increased general and administrative expenses by approximately $19.2 million

35

Other Income and Expenses

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

•

The following significant factor caused a material change in the equity in income (loss) of unconsolidated ventures of the Company:

•

The formation of the Centro NP Residual Holding LLC joint venture, which decreased equity in (loss) income of unconsolidated ventures by approximately $3.9 million, due to depreciation and amortization charges, and interest expense.

•

The NP/I&G Institutional Retail Company, LLC joint venture, which decreased equity in (loss) income of unconsolidated ventures by approximately $3.7 million, due to depreciation and amortization charges.

•

There were no factors that caused material changes in the Predecessor.

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

•

The following significant factors caused material changes in the interest expense of the Company:

•

2007 Acquisitions, which increased interest expense by approximately $5.7 million

•

Increased interest on mortgages, which increased interest expense by approximately $4.7 million

•

Decreased capitalized interest with respect to our redevelopment projects, due to decreased project spending, which increased interest expense by approximately $6.0 million

•

Costs associated with the Company's refinancing efforts, which increased interest expense by approximately $6.4 million

•

The repayment of the $303.4 million note payable to Centro Property Trust, which decreased interest expense by approximately $12.0 million

•

Decreased interest on notes payable, which decreased interest expense by approximately $8.4 million

•

The repayment of the Tender Facility, which decreased interest expense by approximately $3.5 million

•

Decreased financing fees, which decreased interest expense by approximately $2.4 million

Impairment Charges:

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

36

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

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

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

Rental Revenues:

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

•

The following significant factors caused material changes in the rental income of the Company:

•

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

•

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

•

Net increases in rental rates and straight-line rent adjustments, which increased rental income by approximately $8.3 million

•

Increased lease settlement income, which increased rental income by approximately $3.4 million

•

Increased amortization of below market leases, which leases were recorded at fair value by the Company in connection with the Merger, which increased rental income by approximately $37.1 million

•

Residual Joint Venture Transaction, which decreased rental income by approximately $3.9 million

•

The following significant factors caused material changes in the rental income of the Predecessor:

•

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

•

Decreased lease settlement income, which decreased rental income by approximately $3.3 million

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

•

The following significant factors caused material changes in the rental income of the Company:

•

2007 Acquisitions, which increased expense reimbursements by approximately $4.2 million

37

•

2006 Acquisitions, which increased expense reimbursements by approximately $2.4 million

•

Residual Joint Venture Transaction, which decreased expense reimbursements by approximately $3.1 million

•

There were no factors that caused material changes in the Predecessor.

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

•

The following significant factors caused material changes in the fee income of the Company:

•

Leasing fee revenue, which increased fee income by approximately $2.8 million

•

Asset management fee revenue, which increased fee income by approximately $7.4 million

•

Construction fee revenue, which increased fee income by approximately $2.0 million

•

The following significant factor caused a material change in the fee income of the Predecessor:

•

Leasing fee revenue, which increased fee income attributable to the Predecessor by approximately $1.0 million

Operating Expenses:

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

•

The following significant factors caused material changes in the operating costs of the Company:

•

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

•

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

•

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

•

Increased utilities expense, which increased operating costs by approximately $1.7 million

•

Increased legal fees, primarily attributable to an increase in tenant matters requiring legal attention, which increased operating costs by approximately $1.0 million

•

Residual Joint Venture Transaction, which decreased operating costs by approximately $1.4 million

•

The following significant factors caused material changes in the operating costs of the Predecessor:

•

Increased property insurance expense, attributable to higher premiums under our renewed policy, which increased operating costs by approximately $0.5 million

•

Increased snow removal costs, primarily attributable to the harsh winter conditions in the Midwest, which increased operating costs by approximately $1.2 million

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

38

•

The following significant factors caused material changes in the operating costs of the Company:

•

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

•

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

•

Residual Joint Venture Transaction, which decreased real estate taxes by approximately $1.3 million

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

•

The following significant factors caused material changes in the depreciation and amortization of the Company:

•

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

•

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

•

Increased depreciation expense on our real estate properties, which properties were recorded at fair value by the Company in connection with the Merger, which increased depreciation and amortization by approximately $13.0 million

•

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

•

Increased amortization expense of intangible assets, other than the amounts paid to acquire certain property and asset management rights, which intangible assets were recorded at fair value by the Company in connection with the Merger, which increased depreciation and amortization by approximately $79.6 million

•

The following significant factor caused a material change in the depreciation and amortization of the Predecessor:

•

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

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

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

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

39

•

The following significant factors caused material changes in the general and administrative expenses of the Predecessor:

•

Increased advisory and legal fees incurred by the Predecessor in connection with the Mergers, which increased general and administrative expenses by approximately $22.5 million

•

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

•

There were no significant factors that caused material changes in the general and administrative expenses of the Company.

Other Income and Expenses:

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

•

The following significant factors caused material changes in the interest expense of the Company:

•

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

•

Interest incurred on the Tender Facility, which increased interest expense by approximately $3.5 million

•

Debt issuance costs incurred in connection with the Tender Facility, which increased interest expense by approximately $3.0 million

•

Increased borrowings outstanding under the Amended July 2007 Facility, combined with a higher interest rate, which increased interest expense by approximately $9.6 million

•

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

•

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

•

The repayment of the Amended Secured Term Loan on April 20, 2007, which decreased interest by approximately $6.0 million

•

Increased capitalized interest with respect to our redevelopment projects, due to increased interest rates and increased project spending, which decreased interest expense by approximately $1.8 million

•

The repayment of mortgage debt, which decreased interest expense by approximately $1.6 million

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•

The following significant factors caused material variances in the interest expense of the Predecessor:

•

The September 2006 Debt Offering, which debt was subsequently redeemed during the three months ended June 30, 2007, which increased interest expense by approximately $2.0 million

•

Increased capitalized interest with respect to our redevelopment projects, due to increased interest rates and increased project spending, which decreased interest expense by approximately $1.6 million

Liquidity and Capital Resources

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

Short-Term Liquidity Needs

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

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

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

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

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

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

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

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

Long-Term Liquidity Needs

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

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

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

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

43

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

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

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

Contractual Cash Obligations	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Debt(1)	$	1,710,230	$	217,255	$	724,762	$	268,595	$	499,618
Capital Lease Obligations		30,266		724		1,454		1,639		26,449
Operating Leases(2)		18,706		849		1,709		1,784		14,364
Redemption Rights(3)		9,386		9,386		—		—		—
Total	$	1,768,588	$	228,214	$	727,925	$	272,018	$	540,431

(1)

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 became exercisable starting April 20, 2008. Each Class A Preferred Unit is redeemable for $33.15 plus all accrued and unpaid distributions. In June 2008, twelve limited partners entered into the ERP Redemption Agreements with the DownREIT partnership with respect to the DownREIT Partnership Redemption Obligation. On August 29, 2008, one of the limited partners party to an ERP Redemption Agreement entered into an agreement with the DownREIT Partnership revoking the redemption of its then outstanding remaining Class A Preferred Units and electing to retain such units. Additionally, on November 11, 2008, another Class A Preferred Unit Holder (separate to the previously discussed twelve limited partners that had made a redemption election) elected to redeem substantially all of its Class A Preferred Units. Such units were redeemed in exchange for the fee interest in a property. As of December 31, 2008, no other limited partners with Class A Preferred Units have made a redemption election. Such redemption election may be made at any time and we are required to make such redemption on the second to last business day of the quarter in which such election is made, provided that we receive the redemption election at least ten business days prior to such date. On January 15, 2009, we paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture and contributions from our parent that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT Partnership Redemption Obligation is shown as a liability of "Redemption Rights" in the balance sheet.

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

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

Loan		Amount Available to be Drawn		Amount Drawn as of December 31, 2008		Current Interest Rate(1)	Maturity Date
Amended July 2007 Facility(2)		$	—	$	306,500	LIBOR plus 175 bp	2010
Secured Term Loans			—		173,084	Variable(3)	2009 - 2010
	Total Credit Agreements	$	—	$	479,584

(1)

We incur interest using a 30-day LIBOR rate, which was 0.4% at December 31, 2008.

(2)

We are presently (and were as of December 31, 2008) unable to make draws on our Amended July 2007 Facility. Under the terms of the Amended July 2007 Facility, we incur an annual facility fee of 22.5 basis points on this facility. The Amended July 2007 Facility is scheduled to mature on December 31, 2010. Total fees incurred in securing this extension in maturity of the facility were approximately $3.3 million.

(3)

We incur interest using a 30-day LIBOR rate, which was 0.4% at December 31, 2008, plus spreads ranging from 135 to 175 basis points.

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

•

Total debt to total adjusted assets of no more than 65%;

•

Total secured debt to total adjusted assets of no more than 40%;

•

Unencumbered total asset value not to be less than 100% of the aggregate principal amount of all of our outstanding unsecured debt; and

•

Consolidated income available for debt service of at least 1.5 times the maximum annual service charge on total debt.

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

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

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

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

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

Off-Balance Sheet Arrangements

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

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

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

•

Centro GA America LLC.  We have 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 are not obligated to contribute any additional capital to the venture; however, in the 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 making additional capital contributions from time to time to maintain our 5% ownership interest. As of December 31, 2008, the joint venture was comprised of 119 stabilized retail assets, three retail properties under redevelopment and one new development property and had loans outstanding of approximately $1.3 billion. As of December 31, 2008, the book value of our investment in Galileo America LLC was approximately $29.7 million.

•

NP / I&G Institutional Retail Company II, LLC.  In February 2006, our predecessor formed a second strategic joint venture with JP Morgan Investment Management Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. Under the terms of this joint venture, we have a 20% interest in the venture and have committed to contribute our pro rata share of any capital required by the venture for asset acquisitions. As of December 31, 2008, we had contributed approximately $14.7 million. Additionally, we have agreed to contribute our pro rata share of any additional capital that might be required by the joint venture; however, we do not expect that any significant additional capital contributions will be required. As of December 31, 2008, the joint venture owned three stabilized retail properties. The joint venture had loans outstanding of approximately $46.8 million as of December 31, 2008. As of December 31, 2008, the book value of our investment in NP / I&G Institutional Retail Company II, LLC was approximately $11.0 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 Supercenter properties formerly owned by Kmart. Under the terms of this joint venture, we have agreed to contribute $6.0 million which had been fully contributed as of December 31, 2008. We will have a 20% interest in the venture and are responsible for contributing our pro rata share of any additional capital that might be required by the joint venture; during the year ended December 31, 2008, we contributed $1.1 million which entitled 10% per annum preferred return compounded monthly. However, we do not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of December 31, 2008. As of December 31, 2008,

46

the book value of our investment in NPK Redevelopment I, LLC was approximately $11.5 million.

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

•

Arapahoe Crossings, L.P.  We, together with a U.S. partnership comprised substantially of foreign investors, have an interest in a joint venture which owns Arapahoe Crossings, a community shopping center located in Aurora, Colorado. Under the terms of this joint venture, we have a 30% interest and we have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had loans outstanding of approximately $46.2 million as of December 31, 2008. As of December 31, 2008, the book value of our investment in Arapahoe Crossings, L.P. was approximately $8.3 million.

•

BPR Land Partnership, L.P.  We have a 50% interest in a joint venture that owns approximately 10.3 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, we have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had no loans outstanding as of December 31, 2008. As of December 31, 2008, the book value of our investment in BPR Land Partnership, L.P. was approximately $4.1 million.

•

BPR South, L.P.  We have a 50% interest in a joint venture that owns approximately 6.6 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, we have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had no loans outstanding as of December 31, 2008. As of December 31, 2008, 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 Residual Joint Venture with Super LLC, our sole and managing member. In connection with the formation of the Residual Joint Venture and with subsequent contributions, we have contributed 49% of our interest in certain subsidiaries, owning 74 real properties with an approximate value of $1.8 billion, to the Residual Joint Venture. We distributed the remaining 51% of our interest in the transferred entities to Super LLC, and Super LLC contributed such interest in the transferred entities to the Residual Joint Venture. Following these transactions, we owned 49% of the non-managing interest in the Residual Joint Venture, and Super LLC owned 51% of the managing member interest in the Residual Joint Venture. Also in November 2007, Super LLC contributed its interest in certain subsidiaries, owning 39 real properties with an approximate value of $385.0 million, to the Residual Joint Venture. Immediately following such contribution, Super LLC contributed a percentage of membership interests in the Residual Joint Venture such that we continued to own 49% of the non-managing interest in the Residual Joint Venture, and Super LLC continued to own 51% of the managing member interest in the Residual Joint Venture. The Residual Joint Venture has executed certain guarantees in favors of certain of our indebtedness and of Super LLC. The Residual Joint Venture owned 114 stabilized retail properties as of December 31, 2008. Under the terms of the Residual Joint Venture, we are not obligated to contribute any additional capital to the Residual Joint Venture. The Residual Joint Venture had loans outstanding of approximately $1.3 billion as of December 31, 2008. As of December 31, 2008, the book value of our investment in the Residual Joint Venture was approximately $570.5 million.

•

NP/I&G Institutional Retail Company, LLC.  We have a strategic joint venture with JPMorgan Investment Management Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned nine stabilized

47

retail properties and one retail property under redevelopment as of December 31, 2008. Under the terms of this joint venture, we have a 20% interest in the venture and are responsible for contributing our pro rata share of any capital that might be required by the joint venture. Our predecessor initially committed to contribute up to a maximum amount of $30.0 million to the joint venture, however, in connection with the acquisition of certain assets during 2005, our predecessor, together with the DownREIT Partnership, contributed a disproportionate share of capital to the venture, such that our predecessor's total capital investment as of December 31, 2005 was $41.4 million. The excess contribution was returned to our predecessor in February 2006. During the year ended December 31, 2008, in connection with the acquisition of certain other assets, our predecessor increased our committed capital to the venture to $31.9 million, of which approximately $28.2 million had been contributed as of December 31, 2008. We do not expect that any significant additional capital contributions will be required, nor do we expect that any additional acquisitions of property will be made by the joint venture. The joint venture had loans outstanding of approximately $239.1 million as of December 31, 2008. As of December 31, 2008, the book value of our investment in NP/I&G Institutional Retail Company, LLC was approximately $33.0 million.

•

NP/SSP Baybrook, LLC.  We have a third strategic joint venture with JP Morgan Investment Management Inc., which venture was formed for the specific purpose of acquiring Baybrook Gateway, a shopping center located in Webster, Texas. Under the terms of this joint venture, we have a 20% interest in the venture and are responsible for contributing our pro rata share of any capital that might be required by the joint venture; however, we do not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $41.0 million as of December 31, 2008. As of December 31, 2008, the book value of our investment in NP/SSP Baybrook, LLC was approximately $2.5 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 the specific purpose of acquiring and redeveloping Westgate Mall, an enclosed mall located on 55 acres of land in Fairview Park, Ohio. The joint venture is currently redeveloping the mall into a large community shopping center. Under the terms of this joint venture, we have a 10% interest in the venture and have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had loans outstanding of approximately $65.8 million as of December 31, 2008. As of December 31, 2008, the book value of our investment in Westgate Mall, LLC was approximately $1.1 million.

Other Funding Obligations

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

•

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

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•

Non-Recourse and Other Debt Guarantees.  Under certain of our non-recourse loans and those of our joint ventures, we could, under certain circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve out provisions such as environmental conditions, misuse of funds and material misrepresentations. As of December 31, 2008, we had mortgage and term loans outstanding of approximately $573.5 million, excluding the impact of unamortized premiums, and our unconsolidated joint ventures had mortgage loans outstanding of approximately $3.0 billion. In addition, we have guaranteed certain construction and other obligations relative to certain joint venture development projects; however we do not expect that our obligations under such guarantees will be material if called upon.

•

Leasing Commitments.  We have entered into leases, as lessee, in connection with ground leases for shopping centers which we operate and our administrative office space. These leases are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (dollars in thousands):

Year
2009	$	849
2010		852
2011		857
2012		890
2013		894
Thereafter		14,364

•

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

On January 15, 2009, we paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture that were funded with borrowings from the Residual Credit Facility.

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

49

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

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

Description of Amended July 2007 Facility

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

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

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

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

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

50

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

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

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

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

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

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

Description of Residual Credit Facility

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

51

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

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

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

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

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

Inflation

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

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

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Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

Item 8.    Financial Statements and Supplementary Data

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

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

        None.

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Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Management's Report on Internal Control Over Financial Reporting

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

Changes in Internal Control Over Financial Reporting

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

Item 9B.    Other Information

        Not applicable.

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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance

DIRECTORS AND EXECUTIVE OFFICERS

Our Executive Officers and Directors

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

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

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

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

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

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

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

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

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

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

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

AUDIT COMMITTEE FINANCIAL EXPERT AND AUDIT COMMITTEE

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

CODE OF ETHICS

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

DIRECTOR NOMINATIONS BY SECURITYHOLDERS

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

Item 11.    Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

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

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

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

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

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

Summary Compensation Table

Name and Principal Position(1)		Year		Salary ($)			Bonus ($)			All Other Compensation ($)			Total ($)
Glenn J. Rufrano,			2008		1,166,769	(2)		1,866,438	(3)		45,692	(5)		3,078,899
	President and Chief Executive Officer		2007		477,693			1,750,000	(4)		2,000,000	(6)		4,227,693
John Braddon,			2008		331,000			312,251	(3)		253,683	(5)		896,934
	Executive Vice President and Chief Financial Officer		2007		230,150			122,290	(4)		1,017,523	(6)		1,369,963
Michael Carroll,			2008		404,423			605,001	(3)		—			1,009,424
	Executive Vice President		2007		281,538			595,000	(4)		800,000	(6)		1,676,538
Steven F. Siegel,			2008		363,312			506,525	(3)		—			869,837
	Executive Vice President and Secretary		2007		246,592			607,500	(4)		630,000	(6)		1,484,092
Michael Moss, Executive Vice President			2008		336,346			281,001	(3)		30,499	(5)		647,846
Leonard Brumberg, Former Executive Vice President			2008		301,473			704,126	(3)		—			1,005,599

(1)

Each of Messrs. Rufrano, Carroll, Siegel, Moss and Brumberg has served as an executive officer since April 20, 2007. Mr. Braddon has served as Executive Vice President and Chief Financial Officer since May 21, 2007. Mr. Rufrano relinquished his position as President and Chief Executive Officer effective February 27, 2009 and was replaced by Mr. Carroll. Mr. Brumberg resigned effective October 31, 2008.

(2)

Base salary includes $876,923 paid while Mr. Rufrano was working in Australia.

(3)

Amounts represent discretionary cash bonuses that were paid to each named executive officer in 2008, as well as Retention Bonuses that were paid to Messrs. Rufrano and Brumberg in 2008 and Restructure Incentive Bonuses (each bonus as defined under "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Executive Officers" below) that were paid to Messrs. Braddon, Carroll, Siegel and Moss in January

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2009 contingent on employment through December 31, 2008. The amounts of the discretionary cash bonus, Retention Bonus and Restructure Incentive Bonus for each named executive officer are as follows: (i) for Mr. Rufrano, $366,438 discretionary cash bonus, and $1,500,000 Retention Bonus; (ii) for Mr. Braddon, $259,751 discretionary cash bonus, and $52,500 Restructure Incentive Bonus; (iii) for Mr. Carroll, $447,501 discretionary cash bonus, and $157,500 Restructure Incentive Bonus; (iv) for Mr. Siegel, $384,650 discretionary cash bonus, and $121,875 Restructure Incentive Bonus; (v) for Mr. Moss, $231,001 discretionary cash bonus, and $50,000 Restructure Incentive Bonus; and (vi) for Mr. Brumberg, $211,626 discretionary cash bonus, and $492,500 Retention Bonus. Mr. Rufrano's Retention Bonus described above was paid in connection with his entering into a new employment agreement and Mr. Brumberg's Retention Bonus was paid pursuant to the terms of his employment agreement. As discussed in "Compensation Discussion and Analysis" above, the decision to make the bonus payments was not made by us. See "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Executive Officers" below for additional information regarding the Retention Bonuses and the timing of payment of such bonuses.

(4)

Amounts represent discretionary cash bonuses that were paid to each named executive officer in July 2007, as well as Retention Bonuses (as defined under "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Executive Officers" below) that were paid to each named executive officer (other than Mr. Braddon) in July 2007 in consideration of entering into such named executive officer's employment agreement. The discretionary bonuses were subject to a guaranteed minimum amount and range, to be paid within such range as determined at the discretion of the board of directors of Centro Properties Group. The amounts of the discretionary cash bonus and Retention Bonus for each named executive officer are as follows: (i) for Mr. Rufrano, $250,000 discretionary cash bonus, and $1,500,000 Retention Bonus; (ii) for Mr. Carroll, $100,000 discretionary cash bonus, and $495,000 Retention Bonus; and (iii) for Mr. Siegel, $75,000 discretionary cash bonus, and $532,500 Retention Bonus. The amounts of the Retention Bonuses reflected in the "Bonus" column represent the amount of such Retention Bonuses paid in 2007, which constitute 50% of the total amounts payable as Retention Bonuses; the remaining 50% of Messrs. Carroll and Siegel's Retention Bonus is payable to such named executive officer on April 20, 2009; provided, that his employment is not terminated by the Management Joint Venture for cause, or by him without good reason, prior to such date. The remaining 50% of Mr. Rufrano's Retention Bonus described in this footnote 4 was paid to him in 2008 in consideration for his entering into a new employment agreement as discussed in "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Executive Officers" below. As discussed in "Compensation Discussion and Analysis" above, the decision to make the bonus payments was not made by us.

(5)

For Mr. Rufrano, All Other Compensation includes an equity incentive compensation award granted by Centro Properties Group pursuant to the terms of Mr. Rufrano's 2008 employment agreement. This award represent grants of stock options in Centro Properties Group, an Australian publicly traded company. We do not, and will not, have any equity awards outstanding and thus we do not recognize any compensation expense for these awards in accordance with Statement of Financial Accounting Standards No. 123(R), Share-Based Payment ("SFAS No. 123R") in our financial statements. We have, however, included this award in the All Other Compensation column because we believe it has been granted, at least in part, as consideration for the services provided to us by Mr. Rufrano. The value of the award granted is $38,192. The number of options granted is used to determine the value of the award based on (i) an assumed value of such options as of the grant date, (ii) a binomial tree valuation methodology and (iii) the 2008 average exchange rate as published by the Reserve Bank of Australia for A$:US$ of 0.8525. The value also assumes the satisfaction of all time-based vesting requirements, as described in the footnotes to the

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"Grants of Plan-Based Awards Table" below. For the number of options granted to Mr. Rufrano, see the Grants of Plan-Based Awards Table and Outstanding Equity at Fiscal Year-End Table below. For Mr. Rufrano, All Other Compensation also includes $600 for a life insurance premium and $6,900 in 401(k) contributions. In the case of Mr. Braddon, All Other Compensation includes imputed interest (imputed at the rate of 4.92%) in the amount of $58,942 attributable to the balance of an outstanding loan from Centro Properties Group as of December 31, 2008, $182,828 in the form of a housing allowance provided by the Management Joint Venture, $11,500 for an automobile allowance, and $413 for a life insurance premium. In the case of Mr. Moss, All Other Compensation includes imputed interest (imputed at the rate of 3.62%) in the amount of $23,187 attributable to the balance of an outstanding loan from the Management Joint Venture as of December 31, 2008, $412 for a life insurance premium and $6,900 for 401(k) contributions.

(6)

For Messrs. Rufrano, Carroll and Siegel, All Other Compensation includes an equity incentive compensation award granted to each of the named executive officers by the Management Joint Venture pursuant to the terms of each named executive officer's employment agreement. These awards represent grants of stock options and restricted shares in Centro Properties Group, an Australian publicly traded company. We do not, and will not, have any equity awards outstanding and thus we do not recognize any compensation expense for these awards in accordance with Statement of Financial Accounting Standards No. 123(R), Share-Based Payment ("SFAS No. 123R") in our financial statements. We have, however, included these awards in the All Other Compensation column because we believe they have been granted, at least in part, as consideration for the services provided to us by our named executive officers. The value of the awards granted are as follows: Mr. Rufrano—$2,000,000; Mr. Carroll—$800,000; and Mr. Siegel—$630,000. The dollar value of these awards was then used to determine the number of stock options and restricted shares subject to each award based on (i) in the case of stock options, an assumed value of such options as of the grant date, based on a Monte Carlo Simulation with respect to performance-based vesting options, or a binomial tree valuation methodology with respect to time-based vesting options, (ii) in the case of restricted shares, the average price of the Centro Properties Group's common shares on the Australian Securities Exchange that were acquired by a financial broker for the purpose of granting these awards, measured over the number of days required by such financial broker to acquire the shares, and (iii) in the case of stock options and restricted shares, the May 2007 average exchange rate as published by the Reserve Bank of Australia for A$:US$ of 1.2118. The value also assumes the satisfaction of all time- and performance-based vesting requirements. The closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 is less than the option exercise prices of A$8.1523 for Messrs. Rufrano, Siegel and Carroll. Accordingly, as of December 31, 2008, the value of these awards to the executives was nominal. For more information regarding the options and restricted shares granted to each named executive officer, see the Outstanding Equity at Fiscal Year-End Table below. In the case of Mr. Braddon, All Other Compensation includes (i) the value of a nonrecourse interest-free loan in the amount of $858,178 provided to Mr. Braddon by Centro Properties Group, determined as the amount required to enable Mr. Braddon to purchase 125,000 shares of stock of Centro Properties Group (which was calculated using an average 2007 exchange rate for A$:US$ of 1.20 and the loan amount of A$1,029,813), (ii) $101,900 in the form of a housing allowance provided by the Management Joint Venture, and (iii) imputed interest (imputed at the rate of 4.92% which is a blended applicable federal rate published 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.

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

Employment Agreements with Our Executive Officers

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

Rufrano, Carroll and Siegel Employment Agreements

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

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

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

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

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

2008 Rufrano Employment Agreement

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

Moss and Brumberg Employment Agreements

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

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

Braddon Employment Agreement

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

Grants of Plan-Based Awards in 2008

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

Name	Grant Date		Date of Board Action Approving Award Grant		All Other Option Awards: Number of Securities Underlying Options (#)(1)		Exercise or Base Price of Option Awards ($/Sh)(2)(3)		Closing Market Price of Option on Grant Date ($/Sh)(3)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Glenn J. Rufrano		1/15/08		1/13/08		1,000,000	A$	0.50	A$	0.60		—
John Braddon		—				—		—				—
Michael Moss		—				—		—				—
Steven F. Siegel		—				—		—				—
Michael Carroll		—				—		—				—
Leonard Brumberg		—				—		—				—

(1)

The award in this table represents a grant of stock options made by the Management Joint Venture in Centro Properties Group, an Australian publicly traded company, and one of our ultimate parents. The amount in this column represents a time-vested stock option award granted under the Centro Executive Option Plan, which will vest on January 14, 2009 if the individual remains employed by a company which is wholly or majority owned by CPL (a "Centro Employer") at such time.

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(2)

Represents the option exercise price in Australian dollars.

(3)

The exercise price was determined as the lower of the volume weighted average price of Centro Properties Group securities for the three days on which Centro Properties Group securities were traded before and after the January 15, 2008 grant date.

(4)

The Company recognized no accounting expense pursuant to FAS 123R as a result of the equity grants set forth in this table, as the grants were made by the Management Joint Venture with respect to the common shares of Centro Properties Group.

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

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

											Stock Awards
														Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)							Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
	Number of Securities Underlying Unexercised Options (#) Unexercisable						Option Awards
Name							Option Exercise Price ($)		Option Expiration Date
Glenn J. Rufrano		1,000,000	(1)		—		A$	0.50		3/15/10		—			—
		439,100	(2)		—		A$	8.1523		7/31/17		—			—
		—			175,640	(3)	A$	8.1523		7/31/17		—			—
		—			—			—		—		53,040	(4)	A$	4,031.04
John Braddon		—			—			—		—		—			—
Steven F. Siegel		138,400	(2)		—		A$	8.1523		7/31/17		—			—
		—			55,360	(3)	A$	8.1523		7/31/17		—			—
		—			—			—		—		16,720	(4)	A$	1,270.72
Michael Carroll		175,700	(2)		—		A$	8.1523		7/31/17		—			—
		—			70,280	(3)	A$	8.1523		7/31/17		—			—
		—			—			—		—		21,240	(4)	A$	1,614.24
Michael Moss		30,000	(6)		—		A$	8.41		12/08/16		—			—
		—			44,000	(7)	A$	9.05		3/23/17		—			—
		—			16,000	(8)	A$	6.4510		5/01/16		—			—
Leonard Brumberg		—			—			—		—		—			—

(1)

Amounts represent time-vested stock options that vest on January 14, 2009 if, and to the extent that, the individual remains employed by a Centro Employer at such time.

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(2)

Amounts represent time-vested stock options that vest on July 31, 2010 if, and to the extent that, the individual remains employed by a Centro Employer at such time.

(3)

Amounts represent the number of shares that would vest under performance-based stock options on July 31, 2010 if, in each case, the "threshold" performance criterion is satisfied and the individual remains employed by a Centro Employer at such time.

(4)

Amounts represent the number of restricted shares that would vest under performance-based awards on July 31, 2010 if, in each case, the "threshold" performance criterion is satisfied and the individual remains employed by a Centro Employer at such time.

(5)

Market value calculations are based on the closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008.

(6)

Amounts represent time-vested stock options that vest on December 8, 2009 if the individual remains employed by a Centro Employer at such time.

(7)

Amounts represent the number of shares that would vest under performance-based stock options on March 23, 2010 if the "threshold" performance criterion is satisfied and the individual remains employed by a Centro Employer at such time.

(8)

Amounts represent the number of shares that would vest under performance-based stock options on May 1, 2009 if the "threshold" performance criterion is satisfied and the individual remains employed by a Centro Employer at such time.

Potential Payments upon Termination or Change in Control

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

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

        Cause generally means:

          (i)  conviction of, or plea of guilty or nolo contendere to, a felony;

         (ii)  willful and continued failure to use reasonable best efforts to substantially perform his duties under the employment agreement (other than such failure resulting from the executive's incapacity due to physical or mental illness or subsequent to the issuance of a notice of termination by the executive for good reason) after notice of such failure is provided to the executive; or

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        (iii)  willful misconduct that has a materially adverse effect on the Management Joint Venture or to any affiliate thereof.

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

        Good reason generally means:

          (i)  the assignment to the executive of duties materially and adversely inconsistent with the executive's status or a material and 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 when due;

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

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

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

        (vi)  the Management Joint Venture's failure to provide the indemnification set forth in the employment agreement, or to require any successor to assume the employment agreement;

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

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

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

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

          (i)  the executive ceases to be the most senior executive in Centro Properties Group or he experiences a substantial diminution in responsibilities or authority;

         (ii)  an administrator is appointed over all or substantially all of the assets and undertakings of Centro Properties Group, a liquidator or administrator is appointed to Centro Properties Limited, Centro Properties Trust or Centro Retail Trust, or a resolution is passed for the winding up or dissolution of Centro Properties Limited, Centro Properties Trust or Centro Retail Trust, except for the purpose of an amalgamation or reconstruction which has the Centro Properties Group's consent;

        (iii)  a reduction in the executive's annual salary or a failure to pay any such amounts when due;

        (iv)  a failure to pay the retention bonus, the indemnification, or any material employee benefit as provided in the employment agreement;

         (v)  any termination of the executive's employment for cause which is not effected pursuant to the terms of the agreement;

        (vi)  a reduction in the percentage of the short term incentive as provided for in the employment agreement; or

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       (vii)  a failure by Centro WCJV LP Inc or the board of directors of Centro Properties Limited to accept the executive in an option plan offered by Centro WCJV LP Inc or a failure to provide written documentation evidencing the grant of the options consistent with such option plan.

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

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

•

A lump sum payment equal to 12 months of his base salary and the average annualized short-term incentive bonus received for the two fiscal years ending on or prior to the termination date (or, where necessary, to calculate the average due to a termination prior to the completion of two fiscal years with the Management Joint Venture, those bonus payments received by the executive from New Plan). As of December 31, 2008, this cash payment would have been $1,508,219.

•

Other than in the event of a change in control (which is discussed below), and in addition to the reasons stated above, if Mr. Rufrano's employment is terminated by Centro WCJV LP, Inc. without cause, the acceleration and vesting of certain stock options and restricted stock awards, such vesting to be determined as follows:

•

with respect to time-based options, based on Mr. Rufrano's employment on the vesting day and

•

with respect to performance-based options and restricted stock awards, such awards will vest in incremental amounts, up to the full vesting of such awards, if and to the extent that Centro Properties Limited exceeds certain performance thresholds.

As of December 31, 2008, the aggregate value of this benefit would have been $0 (the closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 is less than his option exercise prices of A$8.1523 and A$0.50, and as of December 31, 2008 we had not met the threshold performance target under the terms of the awards).

•

In the event of a change in control, the full vesting of all unvested stock options and restricted stock awards. As of December 31, 2008, the value of this benefit would have been $8,591.

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

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

•

A lump sum payment equal to 12 months of his base salary and the average annualized short-term incentive bonus received for the two fiscal years ending on or prior to the

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termination date (or, where necessary, to calculate the average due to a termination prior to the completion of two fiscal years with the Management Joint Venture, those bonus payments received by the executive from New Plan). As of December 31, 2008, this cash payment would have been $619,825.

•

Continuation for a period of one year, or, if earlier, until reemployment with equivalent benefits, of all insurance coverage (including medical, hospitalization, dental and life insurance) in effect for Mr. Siegel, his spouse and his dependents immediately prior to the termination date. As of December 31, 2008, the estimated value of this benefit would have been $19,445.

•

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

•

with respect to time-based options, based on a proportion of the time served by Mr. Siegel since the grant date; and

•

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

As of December 31, 2008, the aggregate value of this benefit would have been $0 (the closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 is less than the option exercise price of A$8.1523, and as of December 31, 2008 we had not met the threshold performance target under the terms of the awards).

•

In the event of a change in control, the full vesting of all unvested stock options and restricted stock awards. As of December 31, 2008, the value of this benefit would have been $2,708.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $532,500.

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

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

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

•

Continued base salary for six months. As of December 31, 2008, this cash payment would have been $195,000.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $532,500.

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

•

A lump sum payment equal to Mr. Siegel's base salary. As of December 31, 2008, this cash payment would have been $390,000.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $532,500.

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

•

A lump sum payment equal to 12 months of his base salary and the average annualized short-term incentive bonus received for the two fiscal years ending on or prior to the termination date (or, where necessary, to calculate the average due to a termination prior to the completion of two fiscal years with the Management Joint Venture, those bonus payments received by the executive from New Plan). As of December 31, 2008, this cash payment would have been $693,751.

•

Continuation for a period of one year, or, if earlier, until reemployment with equivalent benefits, of all insurance coverage (including medical, hospitalization, dental and life insurance) in effect for Mr. Carroll, his spouse and his dependents immediately prior to the termination date. As of December 31, 2008, the estimated value of this benefit would have been $16,129.

•

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

•

with respect to time-based options, based on a proportion of the time served by Mr. Carroll since the grant date; and

•

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

As of December 31, 2008, the aggregate value of this benefit would have been $0 (the closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 is less than the option exercise price of A$8.1523, and as of December 31, 2008 we had not met the threshold performance target under the terms of the awards).

•

In the event of a change in control, the full vesting of all unvested stock options and restricted stock awards. As of December 31, 2008, the value of this benefit would have been $3,440.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $495,000.

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

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

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

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

•

Continued base salary for six months. As of December 31, 2008, this cash payment would have been $210,000.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $495,000.

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

•

A lump sum payment equal to Mr. Carroll's base salary. As of December 31, 2008, this cash payment would have been $420,000.

•

The remaining 50% of his Retention Bonus. As of December 31, 2008, this cash payment would have been $495,000.

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

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

•

A lump sum payment equal to 12 months of his base salary and the average annualized short-term incentive bonus received for the two fiscal years ending on or prior to the termination date (or, where necessary, to calculate the average due to a termination prior to the completion of two fiscal years with the Management Joint Venture, those bonus payments received by the executive from New Plan). As of December 31, 2008, this cash payment would have been $541,201.

•

Continuation for a period of one year, or, if earlier, until reemployment with equivalent benefits, of all insurance coverage (including medical, hospitalization, dental and life insurance) in effect for Mr. Moss, his spouse and his dependents immediately prior to the termination date. As of December 31, 2008, the estimated value of this benefit would have been $19,445.

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•

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

•

with respect to time-based options, based on a proportion of the time served by Mr. Moss since the grant date; and

•

with respect to performance-based options, such awards will vest in incremental amounts, up to the full vesting of such awards, if and to the extent that CPL exceeds certain performance thresholds for the period up to the last trading day of the calendar month preceding the termination date.

As of December 31, 2008, the aggregate value of this benefit would have been $0 (the closing trading price of A$0.076 per share of Centro Properties Group common stock on the Australian Securities Exchange on December 31, 2008 is less than his option exercise prices of A$8.41, A$9.05 and A$6.4510, and as of December 31, 2008 we had not met the threshold performance target under the terms of the awards).

•

In the event of a change in control, the full vesting of all unvested stock options. As of December 31, 2008, the value of this benefit would have been $0.

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

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

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

•

Continued base salary for six months. As of December 31, 2008, this cash payment would have been $171,600.

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

•

A lump sum payment equal to one year of Mr. Moss's base salary. As of December 31, 2008, this cash payment would have been $343,200.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

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COMPENSATION COMMITTEE REPORT

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

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

VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

Name and Business Address of Beneficial Owners(1)	Number of Membership Units Beneficially Owned(2)	Percentage of Aggregate Outstanding Membership 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 Interests		0.00%
Centro New Plan Inc.(7)	400,000,000 Class E Membership Interests		16.43%
Centro Watt America REIT 15A, Inc.(8)	418,450,806 Class I Membership Interests		17.17%

(1)

The business address of each beneficial owner is 420 Lexington Avenue, New York, New York 10170.

(2)

Each class of membership interest tracks to identified pools of assets of which the owners of the class of membership interests are allocated all profits, losses and distributions resulting 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 is a wholly-owned, indirect subsidiary of Centro Retail Trust.

(5)

Centro Super Residual 2 LLC is a wholly-owned, indirect subsidiary of CPT Manager Limited, as responsible entity of Centro Property Trust.

(6)

Centro Super Residual 4 LLC is a wholly-owned, indirect subsidiary of CPT Manager Limited, as responsible entity of Centro Property Trust.

(7)

Centro New Plan Inc. is a wholly-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 are authorized for issuance under equity compensation plans.

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

TRANSACTIONS WITH RELATED PERSONS

The Residual Joint Venture

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

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

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

Property Management Agreements

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

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

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

POLICY AND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS

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

INDEPENDENCE OF DIRECTORS

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

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Item 14.    Principal Accountant Fees and Services

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

	Company					Predecessor
	Year ended December 31, 2008		Period from April 5, 2007 through December 31, 2007			Period from January 1, 2007 through April 4, 2007
Audit Fees	$	795,000	$	478,900		$	157,775
Audit-Related Fees	$	64,000	$	372,960		$	74,360
Tax Fees	$	3,095,520	$	0	(1)	$	0	(1)
All Other Fees	$	0	$	0		$	0

(1)

PricewaterhouseCoopers LLP did not provide tax services.

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

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

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

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

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

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

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

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

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

Pre-Approval Policies and Procedures

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

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)

Documents filed as part of this report:



1.

Financial Statements.

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

2.

Financial Statement Schedules.

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

3.

Exhibits.

The list of exhibits filed with this report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

(b)

Exhibits.    The following documents are filed as exhibits to 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	Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Banc of America Securities LLC, as Lead Arranger, and Banc of America Securities LLC, as Sole Book Manager, dated as of July 31, 2007, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated August 6, 2007.
*10.2	Guaranty, dated as of July 31, 2007, by and among each of the Subsidiaries listed on Schedule I thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, dated August 6, 2007.
*10. 3	First Amendment to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of December 16, 2007, filed as Exhibit 10.1 to Company's Current Report on Form 8-K, dated December 18, 2007.

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*10.4	Letter Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of February 14, 2008, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated February 14, 2008.
*10.5	Contribution, Distribution and Assignment Agreement, dated as of March 28, 2008, among Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the Company's wholly owned subsidiaries, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.6	Distribution, Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro US Employment Company,  LLC, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.7	Exclusive Global Leasing and Management Agreement (Non-Contracted) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.8	Exclusive Global Subcontract Agreement (Third Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.9	Exclusive Global Subcontract Agreement (Related Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.10	Letter Agreement, dated as of March 28, 2008, among Super LLC, JPMorgan Chase Bank, N.A., as agent, and certain other parties, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.11	Letter Agreement, dated as of May 7, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 12, 2008.
*10.12	Letter Agreement, dated as of May 30, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 2, 2008.
*10.13	Letter Agreement, dated as of September 26, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 2, 2008.
10.14	Letter Agreement, dated as of December 15, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties.
10.15	Supplement to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of January 15, 2008.

78

10.16	Contribution, Distribution and Assignment Agreement (the "Agreement"), dated as of January 15, 2009, by and among New Plan Property Holding Company, CA New Plan Asset Partnership IV, L.P., CA New Plan Asset LLC, CA New Plan VI, Excel Realty Trust—ST, LLC, New Plan Maryland Holdings, LLC, New Plan of Michigan, LLC, New Plan of Michigan Member, LLC, NP of Tennessee, L.P., New Plan of Tennessee, LLC, NPTN,  Inc., CA New Plan Texas Assets, L.P., CA New Plan Texas Assets, LLC, CA New Plan IV, HK New Plan Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I, LLC, HK New Plan STH Upper Tier II Company, HK New Plan Exchange Property Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc., HK New Plan ERP Property Holdings, LLC, Excel Realty Partners, L.P., New Plan DRP Trust, New Plan ERP Limited Partner Company, ERP New Britain Limited Partnership, New Plan Realty Trust, LLC, New Plan Pennsylvania Holdings, LLC, Centro NP ERT, LLC, HK New Plan Macon Chapman TRS GP Company, ERT Development Corporation, New Plan Florida Holdings, LLC, HK New Plan STH Lower Tier, LLC, HK New Plan STH Mid Tier II, LLC, Centro NP LLC, Super LLC, Centro NP Residual Holding LLC and Centro NP Residual Holding Sub 1,  LLC.
*10.17	Employment Letter, dated May 11, 2007, from Centro Properties Group to John Braddon, filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.18	Offer of Employment, dated November 23, 2005, from Centro Properties Group to John Braddon, filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.19	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Glenn J. Rufrano, filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
10.20	Employment Agreement, dated March 26, 2008, by and among Centro WCJV LP, Inc. and Glenn J. Rufrano.†
*10.21	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Steven Siegel, filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.22	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Carroll, filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
10.23	Employment Agreement, dated December 5, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.†
10.24	First Amendment to Employment Agreement, dated February 25, 2008, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.†
10.25	Employment Agreement, dated July 30, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Leonard Brumberg.†
*10.26	Centro Properties Group Executive Option Plan, filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.27	Centro Properties Group Employee Security Plan, filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.28	Form of Centro Properties Group Application for Options, filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†

79

*10.29	Form of Centro Properties Group Offer to Participate in an Issuance of Options, filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
21	Subsidiaries of the Company.
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Incorporated herein by reference as above indicated.

†

Denotes a management contract or compensatory plan, contract or arrangement.

80

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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
1.	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, 2008 and 2007	F-6
	Consolidated Statements of Operations and Comprehensive Income/(Loss) for the year ended December 31, 2008, the period April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006	F-7
	Consolidated Statements of Changes in Members' Capital / Stockholders' Equity for the Year ended December 31, 2008, the period April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006	F-8
	Consolidated Statements of Cash Flows for the year ended December 31, 2008, the period April 5, 2007 to December 31, 2007, the period January 1, 2007 to April 4, 2007, and the year ended December 31, 2006	F-9
	Notes to Consolidated Financial Statements	F-11
2.	CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
	Schedule II—Valuation and Qualifying Accounts	F-66
	Schedule III—Real Estate and Accumulated Depreciation	F-67

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

F-1

Management's Report on Internal Control Over Financial Reporting

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

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

F-2

Report of Independent Registered Public Accounting Firm

To the Member of Centro NP LLC:

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

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

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

F-3

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

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

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

F-4

Report of Independent Registered Public Accounting Firm

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

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

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York

March 30, 2009

F-5

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

CONSOLIDATED BALANCE SHEETS

December 31, 2008 and 2007
(In thousands, except fractions, percentages and par value amounts)

			Company			Company
			December 31, 2008			December 31, 2007
ASSETS
Real estate:
	Land		$	946,995		$	1,200,343
	Buildings and improvements			2,008,688			2,764,677
	Accumulated depreciation and amortization			(117,518	)		(60,590	)
		Net real estate		2,838,165			3,904,430
Real estate held for sale				5,044			425
Cash and cash equivalents				51,453			34,706
Restricted cash				25,855			26,417
Marketable securities				10,038			6,774
Receivables:
	Trade, net of allowance for doubtful accounts of $17,178 and $20,480 as of December 31, 2008 and 2007, respectively			23,166			24,584
	Deferred rent, net of allowance of $259 and $131 as of December 31, 2008 and 2007, respectively			12,838			6,804
	Other, net			35,027			34,327
Mortgages and notes receivable				—			1,946
Prepaid expenses and deferred charges				13,526			19,250
Investments in / advances to unconsolidated ventures				673,062			475,605
Intangible assets, net of accumulated amortization of $168,272 and $99,201 as of December 31, 2008 and 2007, respectively				461,210			706,709
Goodwill				—			350,437
Other assets				8,005			32,716
		Total assets	$	4,157,389		$	5,625,130
LIABILITIES AND MEMBERS' CAPITAL
Liabilities:
Mortgages payable, including unamortized premium of $8,434 and $13,426 as of December 31, 2008 and 2007, respectively			$	408,863		$	451,675
Notes payable, net of unamortized premium (discount) of $26,704 and $30,465 as of December 31, 2008 and 2007, respectively				856,921			860,681
Credit facilities				479,584			488,288
Capital leases				30,266			30,902
Other liabilities				338,548			529,061
Redemption rights				9,386			—
Tenant security deposits				7,467			9,754
		Total liabilities		2,131,035			2,370,361
Minority interest in consolidated partnership and joint ventures				28,090			86,210
Commitments and contingencies				—			—
Members' capital:
Members' capital				3,113,809			3,734,387
Accumulated other comprehensive loss				(123	)		(1,196	)
Accumulated distributions in excess of net income				(1,115,422	)		(564,632	)
		Total members' capital		1,998,264			3,168,559
		Total liabilities and members' capital	$	4,157,389		$	5,625,130

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

F-6

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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

For the years ended December 31, 2008, 2007 and 2006
(In thousands, except per share amounts)

			Company						Predecessor
			December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			December 31, 2006
Revenues:
	Rental income		$	309,087		$	301,426		$	89,602		$	324,897
	Percentage rents			3,854			2,377			2,137			4,747
	Expense reimbursements			79,283			76,897			26,959			98,910
	Fee income			26,452			21,952			8,832			16,660
		Total revenues		418,676			402,652			127,530			445,214
Operating expenses:
	Operating costs			77,364			58,154			21,031			69,856
	Real estate taxes			51,190			46,454			16,666			57,753
	Depreciation and amortization			197,179			184,019			25,026			86,012
	Provision for doubtful accounts			4,995			3,109			3,397			7,549
	Impairment of real estate			229,934			27,775			—			—
	Impairment of goodwill and other intangibles			173,536			547,635			—			—
	General and administrative			25,938			20,531			51,932			28,674
		Total operating expenses		760,136			887,677			118,052			249,844
	(Loss) income before real estate sales, minority interest and other income and expenses			(341,460	)		(485,025	)		9,478			195,370
Other income and expenses:
	Interest, dividend, and other income			3,122			4,724			1,524			4,016
	Equity in income of unconsolidated ventures			(10,778	)		2,576			974			5,143
	Impairment of investments accounted for under the equity method			(63,778	)		—			—			—
	Interest expense			(100,195	)		(78,332	)		(26,691	)		(93,569	)
	Minority interest in income of consolidated partnership and joint ventures			(4,490	)		(5,956	)		(297	)		(745	)
(Loss) income from continuing operations				(517,579	)		(562,013	)		(15,012	)		110,215
Discontinued operations:
		(Loss) income from discontinued operations (Note 7)		(33,211	)		(2,619	)		4,403			25,001
(Loss) income before gain on sale of real estate				(550,790	)		(564,632	)		(10,609	)		135,216
Gain on sale of real estate				—			—			—			1
Net (loss) income			$	(550,790	)	$	(564,632	)	$	(10,609	)	$	135,217
	Preferred dividends			—			—			(12,079	)		(21,966	)
Net (loss) income available to common stock—basic				—			—			(22,688	)		113,251
	Minority interest in income of consolidated partnership			—			—			297			745
Net (loss) income available to common stock—diluted				—			—		$	(22,391	)	$	113,996
Basic (loss) earnings per common share:
	(Loss) income from continuing operations			—			—		$	(0.26	)	$	0.85
	Discontinued operations			—			—			0.04			0.24
		Basic (loss) earnings per share		—			—		$	(0.22	)	$	1.09
Diluted (loss) earnings per common share:
	(Loss) income from continuing operations			—			—		$	(0.24	)	$	0.82
	Discontinued operations			—			—			0.04			0.23
		Diluted (loss) earnings per share		—			—		$	(0.20	)	$	1.05
Average shares outstanding—basic				—			—			103,355			104,102
Average shares outstanding—diluted				—			—			109,558			108,814
Dividends per common share				—			—		$	0.6250		$	1.25
Other comprehensive income/(loss):
	Net (loss) income		$	(550,790	)	$	(564,632	)	$	(10,609	)	$	135,217
	Realized/unrealized (loss) gain on available-for-sale securities			(123	)		(1,196	)		512			259
	Unrealized (loss) gains on deferred compensation			—			—			(168	)		131
	Realized gain on interest hedges, net			—			—			359			1,435
	Unrealized gain (loss) on interest risk hedges, net			—			—			166			(4,601	)
Comprehensive (loss) income			$	(550,913	)	$	(565,828	)	$	(9,740	)	$	132,441

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

F-7

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

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' CAPITAL / STOCKHOLDERS' EQUITY

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

					Shares of Beneficial Interest/ Common Stock
	Preferred Stock													Accumulated Other Comprehensive (Loss)/Income			Accumulated Distributions in Excess of Net Income
											Additional Paid-in Capital									Total Stockholders' Equity
	Number		Amount		Number			Amount
Predecessor
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 ($1.25 per common share)		—		—		—			—			—			—			(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
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 ($0.6250 per common share)		—		—		—			—			—			—			(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

	Members' Capital			Accumulated Other Comprehensive Income			Accumulated Distributions in Excess of Net Income			Total Members' Capital
Company
Balance at April 5, 2007(1)	$	3,597,802		$	—		$	—		$	3,597,802
Contribution/(distribution) by members, net		646,822			—			—			646,822
Distributions of assets to Parent(2)		(510,237	)								(510,237	)
Net loss		—			—			(564,632	)		(564,632	)
Realized/unrealized holding loss on marketable securities		—			(1,196	)		—			(1,196	)
Balance at December 31, 2007		3,734,387			(1,196	)		(564,632	)		3,168,559
(Distribution)/contribution by members, net		(19,056	)		—			—			(19,056	)
Distributions of assets to Parent(2)		(379,680	)		—			—			(379,680	)
Distributions of service business(3)		(221,842	)								(221,842	)
Net loss		—			—			(550,790	)		(550,790	)
Realized/unrealized holding loss on marketable securities		—			1,073			—			1,073
Balance at December 31, 2008	$	3,113,809		$	(123	)	$	(1,115,422	)	$	1,998,264

(1)

Recorded in connection with the Merger discussed in Note 1.

(2)

Transactions relating to the Residual Joint Venture.

(3)

Transactions relating to the Distribution, Contribution and Assignment Agreement as discussed in Note 1.

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

F-8

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

				Company						Predecessor
				Year Ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year Ended December 31, 2006
Cash flows from operating activities:
	Net (loss) income			$	(550,790	)	$	(564,632	)	$	(10,609	)	$	135,217
	Adjustments to reconcile net income to net cash provided by operations:
		Depreciation and amortization			202,729			189,321			25,897			92,060
		Amortization of net premium/discount on mortgages and notes payable			(7,375	)		(6,442	)		(690	)		(2,534	)
		Amortization of deferred debt and loan acquisition costs			8,039			1,818			1,891			2,483
		Amortization of stock options			—			—			17,961			2,711
		(Gain) loss on swaps			—			(6,911	)		292			1,929
		Amortization of asset retirement obligations			111			41			15			306
		Amortization of below market leases			(41,115	)		(49,521	)		(847	)		(1,993	)
		Loss on sale of securities, net			1,753			—			—			—
		Loss (gain) on sale of discontinued operations			2,935			—			(2,122	)		(14,650	)
		Minority interest in income of partnership			4,490			5,956			297			745
		Impairment of investments accounted for under the equity method			63,778
		Impairment of real estate assets			260,102			27,775			—			907
		Impairment of goodwill and other intangibles			173,536			552,851			—			—
		Equity in income of unconsolidated ventures			14,252			(1,754	)		(974	)		(5,143	)
		Distributions of income from unconsolidated ventures			—			883			2,203			5,879
	Changes in operating assets and liabilities, net:
		Change in restricted cash			562			(7,429	)		4,673			(3,456	)
		Change in trade receivables			(5,346	)		1,157			(5,171	)		(8,671	)
		Change in deferred rent receivables			(7,960	)		(7,758	)		(1,490	)		(2,458	)
		Change in other receivables			(13,204	)		(2,089	)		(7,726	)		2,556
		Change in other liabilities			(21,594	)		(17,589	)		19,582			1,567
		Change in tenant security deposits			(250	)		1,574			(255	)		(438	)
		Change in prepaid expenses, deferred charges and other assets			14,459			(35,407	)		7,739			(7,919	)
			Net cash provided by operating activities		99,112			81,844			50,666			199,098
Cash flows from investing activities:
	Payment for purchase of Predecessor				—			(3,857,641	)		—			—
	Real estate acquisitions and building improvements				(110,094	)		(188,943	)		(53,543	)		(125,332	)
	Acquisition, net of cash and restricted cash received				—			(59,450	)		(27,014	)		(145,419	)
	Proceeds from real estate sales, net				100,080			16,340			4,404			120,961
	Proceeds from sale of marketable securities, net				4,639			—			—			—
	Repayments of mortgage notes receivable, net				1,489			95			3,787			—
	Advances for mortgages notes receivable				—			(2,640	)		—			(3,617	)
	Purchase of intangible assets				(7,000	)		(530	)		—			—
	Purchase of marketable securities				(8,583	)		—			—			—
	Cash from joint venture consolidation				—			—			14			68
	Capital contributions to unconsolidated joint ventures				(3,586	)		(6,040	)		(1,328	)		(8,295	)
	Distributions of capital from unconsolidated ventures				9,439			355,509			1,442			16,884
			Net cash (used in) investing activities		(13,616	)		(3,743,300	)		(72,238	)		(144,750	)

F-9

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

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

			Company						Predecessor
			Year Ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year Ended December 31, 2006
Cash flows from financing activities:
	Cash paid to redeem limited partnership units			(34,749	)		(10,926	)		—			(554	)
	Principal payments of mortgages and notes payable			(38,456	)		(55,383	)		(10,017	)		(35,382	)
	Proceeds from public debt offering, net			—			—			529			198,000
	Loan from Centro Property Trust			—			303,400			—			—
	Redemption of convertible notes payable			—			(375,133	)		—			—
	Capital contribution from member			—			4,313,431			—			—
	Proceeds from credit facility borrowing			38,300			684,985			85,000			220,000
	Repayment of credit facility			(18,404	)		(442,185	)		(7,000	)		(244,000	)
	Repayment of secured term loan			—			(150,000	)		—			—
	Financing fees			(7,136	)		(500	)		—			(4,242	)
	Distributions paid to minority partners			(3,288	)		(4,462	)		(2,134	)		(3,942	)
	Distribution to members			(5,016	)		(545,765	)		—			—
	Dividends paid			—			(38,957	)		(37,597	)		(151,354	)
	Proceeds from exercise of stock options			—			—			693			8,262
	Repayment of loans receivable for the purchase of common stock			—			—			—			115
	Cash paid for repurchase of common stock			—			—			—			(50,145	)
	Proceeds from dividend reinvestment plan			—			—			1,839			7,608
		Net cash (used in) provided by financing activities		(68,749	)		3,678,505			31,313			(55,634	)
		Net increase (decrease) in cash and cash equivalents		16,747			17,049			9,741			(1,286	)
Cash and cash equivalents at beginning of year				34,706			17,657			7,916			9,202
Cash and cash equivalents at end of year			$	51,453		$	34,706		$	17,657		$	7,916
Supplemental Cash Flow Disclosure, including Non-Cash Activities:
	Cash paid for interest, net of amounts capitalized		$	110,713		$	70,850		$	22,598		$	112,121
	Capitalized interest			9,518			10,550			4,474			11,838
	State and local taxes paid			1,097			2,540			145			420
	Mortgages assumed, net			—			—			—			43,613
	Partnership units issued in acquisition			—			—			—			4,770
	Distribution of entity interest to parent(1)			379,680			510,237			—			—
	Contribution of entity interest to Centro NP Residual Holding LLC(1)			364,791			490,227			—			—
	Service Business Transfer to parent(2)			221,842			—			—			—
	Partnership units issued in connection with joint venture			—			6,700			—			—
	Fair value of assets acquired(3)			—			6,270,330			—			—
	Cash paid for stock(3)			—			3,857,556			—			—
	Liabilities assumed(3)			—			2,412,773			—			—

(1)

Recorded in connection with investment in an unconsolidated venture, Centro NP Residual Holding LLC discussed in Note 10.

(2)

Recorded in connection with the Distribution, Contribution and Assignment Agreement discussed in Note 1.

(2)

Recorded in connection with the Merger discussed in Note 1.

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

F-10

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger and Liquidation

Merger Transaction

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

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

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

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

F-11

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

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

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

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

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

Accounting Treatment

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

F-12

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

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

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

F-13

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Merger and Liquidation (Continued)

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

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

F-14

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Description of Business

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

3. Summary of Significant Accounting Policies

Principles of Consolidation

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

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

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

F-15

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Basis of Presentation

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

Going Concern

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

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

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

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

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

Earnings per Share of Common Stock

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

F-16

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Cash Equivalents

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

Restricted Cash

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

Accounts Receivable

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

Real Estate

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

F-17

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

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

Business Combinations

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

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

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

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

F-18

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Long-Lived Assets

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

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

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

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

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

F-19

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Deferred Leasing and Loan Origination Costs

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

Internal Leasing Costs

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

Balance at December 31, 2005		12,512
Costs capitalized		7,032
Amortization/writeoffs		(3,529	)
Balance at December 31, 2006	$	16,015
Balance at April 5, 2007(1)	$	—
Costs capitalized		3,914
Amortization/writeoffs		(888	)
Balance at December 31, 2007	$	3,026
Costs capitalized		1,974
Amortization/writeoffs		(2,015	)
Balance at December 31, 2008	$	2,985

(1)

Balance as of April 5, 2007 is zero due to fair valuation of real estate assets as at the Merger date.

F-20

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

Investments in / Advances to Unconsolidated Ventures

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

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

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

Intangible Assets

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

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

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

F-21

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

Goodwill and Goodwill Impairment Testing

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

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

Derivative / Financial Instruments

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

Asset Retirement Obligations

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

F-22

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

General Liability Insurance

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

Revenue Recognition

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

Income from Discontinued Operations

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

F-23

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Income Taxes

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

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

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

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

Segment Information

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

F-24

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

Use of Estimates

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

Reclassifications

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

New Applicable Accounting Standards

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

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

Recently Issued Accounting Standards

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

F-25

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

F-26

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Summary of Significant Accounting Policies (Continued)

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

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

4. Pro Forma Financials

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

	2007			2006
Pro forma rental revenues	$	541,775		$	492,983
Pro forma operating expenses		(397,813	)		(299,324	)
Impairment of real estate		(27,775	)		—
Impairment of goodwill and other intangibles		(547,635	)		—
(Loss) income before real estate sales, minority interest and other income and expenses		(431,448	)		193,659
Pro forma other income (expenses), net		(87,475	)		(90,367	)
Pro forma minority interest		(4,552	)		(745	)
Pro forma (loss) income from continuing operations		(523,475	)		102,547
Pro forma (loss) income from discontinued operations		(680	)		11,260
Gain on sale of real estate		—			1
Pro forma net (loss) income	$	(524,155	)	$	113,808

5. Acquisitions and Dispositions

Acquisitions

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

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

F-27

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)

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

										Purchase Price 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

(1)

Amounts in square feet, unless otherwise noted. Gross leasable area is unaudited.

(2)

Property acquired from BPR Shopping Center, L.P., a joint venture in which the Company had a 25% interest. The purchase price represents the amount paid for the remaining 75% interest in the joint venture. The Company now owns 100% of the partnership interest in BPR Shopping Center, L.P.

(3)

The Company acquired the remaining 90% interests in the properties owned by these joint ventures in which the Company owned the other 10% of each of the properties owned by the joint ventures. Combined, these joint ventures owned a total of eighteen properties. The Company now owns 100% of the partnership interests in these joint ventures.

F-28

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)

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

									Purchase Price 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

(1)

Amounts in square feet, unless otherwise noted. Gross leasable area is unaudited.

(2)

Property acquired as a component of a multi-property transaction. Purchase price and cash listed for Ventura Downs represent the combined amounts for the acquisition of Ventura Downs and Odessa-Winwood Town Center.

(3)

Property acquired from CA New Plan Venture Fund, LLC, a joint venture in which the Company has a 10% interest.

(4)

Property acquired from CA New Plan Venture Direct Investment Fund, LLC, a joint venture in which the Company has a 10% interest.

(5)

Approximately 23.1 acres of the land was simultaneously sold to Wal-Mart Stores for approximately $2.3 million.

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

F-29

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions and Dispositions (Continued)

Dispositions

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

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

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

6. Real Estate Held for Sale

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

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

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

F-30

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Income from Discontinued Operations

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

	Company						Predecessor
	Year Ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year Ended December 31, 2006
Total revenue	$	12,796		$	13,000		$	3,821		$	29,062
Operating costs		(3,097	)		(2,608	)		(1,056	)		(6,031	)
Real estate taxes		(2,008	)		(1,733	)		(591	)		(3,767	)
Depreciation and amortization		(5,687	)		(5,302	)		(871	)		(6,042	)
Provision for doubtful accounts		(824	)		(283	)		790			(1,336	)
Interest expenses		(1,284	)		(470	)		(154	)		(626	)
General and administrative		(4	)		(7	)		—			—
Total operating costs		(12,904	)		(10,403	)		(1,882	)		(17,802	)
(Loss) income from discontinued operations before impairment and gain on sale		(108	)		2,597			1,939			11,260
(Loss) gain on sale of other discontinued operations		(2,935	)		—			2,464			14,648
Impairment of real estate held for sale and other discontinued operations		(30,168	)		(5,216	)		—			(907	)
(Loss) income from discontinued operations	$	(33,211	)	$	(2,619	)	$	4,403		$	25,001

8. Marketable Securities

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

	December 31, 2008		December 31, 2007
Cost basis	$	9,844	$	5,175
Unrealized holding gains		194		1,599
Fair value	$	10,038	$	6,774

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

F-31

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Mortgages and Notes Receivable

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

		December 31, 2008		December 31, 2007
Leasehold mortgages, interest at 10% to 12%, due 2008 to 2010		$	—	$	531
Promissory note, interest free, due 2008(1)			—		1,415
	Total	$	—	$	1,946

(1)

Represents balance due from the Company's affiliates. Subsequent to December 31, 2007, it has been repaid.

10. Investments in/Advances to Unconsolidated Ventures

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

							Investments in/Advances to Unconsolidated Ventures December 31,
				Percent Ownership
	City	State	JV Partner				2008		2007
Arapahoe Crossings, L.P.(1)(9)	Aurora	CO	Foreign Investor		30	%	$	8,322	$	14,410
BPR Land Partnership, L.P.(2)	Frisco	TX	George Allen/Milton Schaffer		50	%		4,146		3,812
BPR South, L.P.(2)	Frisco	TX	George Allen/Milton Schaffer		50	%		1,401		1,401
Centro NP Residual Holding LLC(9)	Various	Various	Super LLC		49	%		570,494		340,290
Centro GA America LLC(9)	Various	Various	Centro Shopping America Trust		5	%		29,679		49,892
NP/I&G Institutional Retail Company, LLC(4)(9)	Various	Various	JPMorgan Investment Management Inc.		20	%		32,974		37,106
NP/I&G Institutional Retail Company II, LLC(5)(6)(9)	Various	Various	JPMorgan Investment Management Inc.		20	%		11,006		14,995
NPK Redevelopment I, LLC(7)(9)	Various	Various	Kmart Corporation (Sears Holding Corp.)		20	%		11,516		9,507
NP/SSP Baybrook, LLC(5)(9)	Webster	TX	JPMorgan Investment Management Inc.		20	%		2,454		2,734
Westgate Mall, LLC(8)(9)	Fairview Park	OH	Transwestern Investment Company/ The Richard E. Jacobs Group		10	%		1,070		1,458
Investments in/Advances to Unconsolidated Ventures							$	673,062	$	475,605

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

(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

F-32

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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)

The Company receives increased participation after a 12% IRR.

(5)

The Company receives increased participation after a 10% IRR.

(6)

The joint venture did not own any properties as of December 31, 2006.

(7)

The Company receives increasing participation after a 10% return.

(8)

The Company receives increasing participation after a 13% IRR.

(9)

The Company recorded an impairment of its investment in these unconsolidated ventures. In accordance with APB Opinion No. 18, details of the impairment of each investment are provided further in this Note. The total impairment charges on the Company's investment in / advances to unconsolidated ventures for the year ended December 31, 2008 was $63.8 million. Information relating to the impairment calculation is included at Note 23.

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

		December 31, 2008			December 31, 2007
Condensed Combined Balance Sheets
Assets:
Real estate assets		$	5,123,998		$	3,953,015
Accumulated depreciation			(361,524	)		(233,524	)
	Net real estate		4,762,474			3,719,491
Trade receivable, net of allowance for doubtful accounts			51,859			36,894
Other assets, net of accumulated amortization			569,034			763,739
	Total Assets	$	5,383,367		$	4,520,124
Liabilities:
Mortgages payable, net of unamortized premium		$	2,194,479		$	1,818,303
Term loan			829,000			724,000
Amounts payable to New Plan			3,625			1,788
Other liabilities			275,727			215,069
	Total liabilities		3,302,831			2,759,160
Total partners' capital			2,080,536			1,760,964
	Total liabilities and partners' capital	$	5,383,367		$	4,520,124
Investments in / advances to unconsolidated ventures		$	673,062		$	475,605

F-33

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

		Company						Predecessor
		Year Ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year Ended December 31, 2006
Condensed Combined Statements of Income
Rental revenues		$	570,809		$	265,947		$	90,931		$	308,530
Operating expenses			(170,392	)		(83,392	)		(25,850	)		(88,089	)
Interest expense			(180,747	)		(93,578	)		(27,621	)		(96,682	)
Depreciation and amortization			(202,173	)		(80,647	)		(27,189	)		(98,626	)
Other income (expense), net			(12,701	)		3,149			124			443
Gain on sale of real estate, net			1,085			9,053			1,221			18,989
Impairment of real estate			(149,520	)		—			—			—
Income from discontinued operations			(15,309	)		(191	)		720			2,840
	Net (loss) income	$	(158,948	)	$	20,341		$	12,336		$	47,405
Company's/Predecessor's share of net (loss) income		$	(10,778	)	$	2,576		$	974		$	5,143

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

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

•

Arapahoe Crossings, L.P.  The Company, together with a U.S. partnership comprised substantially of foreign investors, has an interest in a joint venture which owns Arapahoe Crossings, a community shopping center located in Aurora, Colorado. Under the terms of this joint venture, the Company has a 30% interest and has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $46.2 million as of December 31, 2008.

An impairment charge of $6.0 million was recorded on the Company's investment in this joint venture during the three months ended December 31, 2008. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the further decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

F-34

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

•

BPR Land Partnership, L.P.  The Company has a 50% interest in a joint venture that owns approximately 10.3 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of December 31, 2008.

•

BPR South, L.P.  The Company has a 50% interest in a joint venture that owns approximately 6.6 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of December 31, 2008.

•

Centro NP Residual Holding LLC.  In August 2007, the Company formed a joint venture with Super LLC, the Company's sole and managing member ("Super LLC"). In connection with the formation of the joint venture and with subsequent contributions, the Company has contributed 49% of its interest in certain subsidiaries, owning 74 real properties with an approximate value of $1.8 billion, to this joint venture. The Company distributed the remaining 51% of its interest in the transferred entities to its parent, Super LLC, and Super LLC contributed such interest in the transferred entities to this joint venture. Following these transactions, the Company owned 49% of the non-managing interest in this joint venture, and Super LLC owned 51% of the managing member interest in this joint venture. Also in November 2007, Super LLC contributed its interest in certain subsidiaries, owning 39 real properties with an approximate value of $385.0 million, to this joint venture. Immediately following such contribution, Super LLC contributed a percentage of membership interests in the joint venture such that the Company continued to own 49% of the non-managing interest in this joint venture, and Super LLC continued to own 51% of the managing member interest in this joint venture.

The joint venture owned 114 stabilized retail properties as of December 31, 2008. Under the terms of the joint venture, the Company is not obligated to contribute any additional capital to the joint venture. The joint venture had loans outstanding of approximately $1.3 billion as of December 31, 2008.

An impairment charge of $42.8 million was recorded on the Company's investment in this joint venture, of which $2.0 million was incurred during the three months ended September 30, 2008, while a further $40.8 million impairment charge was incurred during the three months ended December 31, 2008. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008 and also unfavorable movements in the fair valuation of debt held by the Venture. The main driver to the unfavorable movement in the fair value of debt has been the significant decrease in risk free rates during the three months ended December 31, 2008.

•

Centro GA America LLC.  The Company has a 5% interest in this joint venture. Under the terms of this joint venture, the Company is not obligated to contribute any additional capital to the joint venture; however, in the event that additional capital is contributed by the other joint

F-35

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

venture partner, the Company has the option to contribute the amount necessary to maintain its 5% ownership interest. The Company anticipates making additional capital contributions from time to time to maintain its 5% ownership interest. As of December 31, 2008, this joint venture was comprised of 119 stabilized retail properties, three retail properties under redevelopment and one new development property, and had loans outstanding of approximately $1.3 billion.

An impairment charge of $11.1 million was recorded on the Company's investment in this joint venture, of which $6.2 million was incurred during the three months ended June 30, 2008, and $4.9 million was incurred during the three months ended September 30, 2008. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008 and also unfavorable movements in the fair valuation of debt held by the Venture. The main driver to the unfavorable movement in the fair value of debt has been the significant decrease in risk free rates during the three months ended December 31, 2008.

•

NP / I&G Institutional Retail Company, LLC.  The Company has a strategic joint venture with JPMorgan Investment Management, Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned nine stabilized retail properties and one retail property under redevelopment as of December 31, 2008. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture. The Predecessor initially committed to contribute up to a maximum amount of $30.0 million to the joint venture, however, in connection with the acquisition of certain assets during 2005, the Predecessor together with the DownREIT Partnership, contributed a disproportionate share of capital to the venture, such that the Predecessor's total capital investment as of December 31, 2005 was $41.4 million. The excess contribution was returned to the Predecessor in February 2006. During the year ended December 31, 2006, in connection with the acquisition of certain other assets, the Predecessor increased its committed capital to the venture to $31.9 million, of which approximately $28.2 million had been contributed as of December 31, 2008. The Company does not expect that any significant additional capital contributions will be required, nor does it expect that any additional acquisitions of property will be made by the joint venture. The joint venture had loans outstanding of approximately $239.1 million as of December 31, 2008.

An impairment charge of $0.2 million was recorded during the three months ended December 31, 2008 on the Company's investment in this joint venture. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

•

NP / I&G Institutional Retail Company II, LLC.  In February 2006, the Predecessor formed a second strategic joint venture with JP Morgan Investment Management, Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide

F-36

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

basis. Under the terms of this joint venture, the Company has a 20% interest in the venture and has committed to contribute its pro rata share of any capital required by the venture for asset acquisitions. As of December 31, 2008, the Company had contributed approximately $14.7 million for such purpose. Additionally, the Company has agreed to contribute its pro rata share of any additional capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions with respect to existing properties will be required. As of December 31, 2008, the joint venture owned three stabilized retail properties. The joint venture had loans outstanding of approximately $46.8 million as of December 31, 2008.

An impairment charge of $2.9 million was recorded during the three months ended December 31, 2008 on the Company's investment in this joint venture. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

•

NPK Redevelopment I, LLC.  The Company has a joint venture with Kmart Corporation (Sears Holding Corp.) pursuant to which the joint venture will redevelop three Kmart Supercenter properties formerly owned by Kmart. Under the terms of this joint venture, the Company has agreed to contribute $6.0 million which had been fully contributed as of December 31, 2008. After the Company's contribution of the total committed amount, the Company had a 20% interest in the venture and is responsible for contributing its pro rata share of any additional capital that might be required by the joint venture; during the year ended December 31, 2008, the Company contributed $1.1 million which entitled 10% per annum preferred return compounded monthly. However, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of December 31, 2008.

An impairment charge of $0.2 million was recorded during the three months ended December 31, 2008 on the Company's investment in this joint venture. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

•

NP/SSP Baybrook, LLC.  The Company has a third strategic joint venture with JP Morgan Investment Management Inc., which venture was formed for the specific purpose of acquiring Baybrook Gateway, a shopping center located in Webster, Texas. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $41.0 million as of December 31, 2008.

An impairment charge of $0.1 million was recorded during the three months ended December 31, 2008 on the Company's investment in this joint venture. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for

F-37

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

•

Westgate Mall, LLC.  The Company, together with Transwestern Investment Company and The Richard E. Jacobs Group, has an interest in a joint venture that was formed for the specific purpose of acquiring and redeveloping Westgate Mall, an enclosed mall located on 55 acres of land in Fairview Park, Ohio. The joint venture is currently redeveloping the mall into a large community shopping center. Under the terms of this joint venture, the Company has a 10% interest in the venture and has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $65.8 million as of December 31, 2008.

An impairment charge of $0.5 million was recorded during the three months ended December 31, 2008 on the Company's investment in this joint venture. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate has been caused an increase in market capitalization rates during the year ended December 31, 2008.

11. Intangible Assets

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

	December 31, 2008		December 31, 2007		Amortization Period
In-place lease value, legal fees and leasing commissions, net (Note 3)	$	324,557	$	547,052	Life of lease
Above market leases acquired, net (Note 3)		9,885		11,731	Life of lease
Other intangibles, net(1)		—		615	20 years
Value of asset management fee stream, net (Note 3)		23,433		41,578	40 years
Value of property management rights, net (Note 3)		103,335		105,733	20 years
Total	$	461,210	$	706,709

(1)

Other intangibles consist of amounts paid to acquire the Company's domain name which has been distributed as part of service business that occurred on April 30, 2008 (as discussed in Note 1).

F-38

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Intangible Assets (Continued)

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

	Company					Predecessor
	Year ended December 31, 2008			Period from April 5, through December 31, 2007		Period from January 1 through April 4, 2007
Amortization Expense	$	113,730		$	114,455	$	3,010
Write-offs		6,955	(1)(2)		—		78

(1)

Including out of period adjustment of $5,906, refer to discussion in Note 24.



(2)

Write-offs relate to tenants that vacated prior to lease maturity (i.e. early termination).

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

Year
2009	$	74,070
2010		58,303
2011		49,374
2012		41,485
2013		34,771

F-39

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations

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

				Carrying Value as of
		Maximum Amount Available		December 31, 2008		December 31, 2007		Stated Interest Rates		Scheduled Maturity Date
CREDIT AGREEMENTS
Amended July 2007 Facility(1)		$	—	$	306,500	$	306,800		LIBOR + 175 bp(2)(3)(10)		December 2010	(9)
Secured Term Loans(4)			—		173,084		181,488		Variable(5)		2010	(9)(12)
	Total Credit Agreements	$	—	$	479,584	$	488,288
MORTGAGES PAYABLE
Fixed Rate Mortgages				$	392,273	$	429,515		5.015% - 11.67%		2009 - 2028
Variable Rate Mortgages					8,156		8,734		Variable(6)		2009 - 2011
	Total Mortgages(7)				400,429		438,249
Net unamortized premium					8,434		13,426
	Total Mortgages, net			$	408,863	$	451,675
NOTES PAYABLE
7.40% unsecured notes				$	150,000	$	150,000		7.400%		September 2009	(11)
3.75% unsecured notes(8)					217		217		3.750%		June 2023
4.50% unsecured notes					150,000		150,000		4.500%		February 2011
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		830,217
Net unamortized premium (discount)					26,704		30,464
	Total Notes, net			$	856,921	$	860,681
CAPITAL LEASES				$	30,266	$	30,902		7.500%		June 2031
TOTAL DEBT				$	1,775,634	$	1,831,546

(1)

On July 31, 2007, the Company entered into a $350.0 million unsecured revolving credit facility (as amended, the "Amended July 2007 Facility") with Bank of America, N.A., as administrative agent. On January 15, 2009, the Company entered into a supplement to the Amended July 2007 Revolving Facility (the "Supplement to the Amended July 2007 Facility") modifying certain terms and conditions of the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered into by the Company with Bank of America, as administrative agent, on February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and December 15, 2008.

(2)

The Company incurs interest using the 30-day LIBOR rate which was 0.4% as of December 31, 2008. 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.

F-40

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

(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 0.4% as of December 31, 2008, 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 0.4% as of December 31, 2008, plus 125 basis points, or the Moody's A Corporate Bond Index, which was 4.70% as of December 31, 2008, plus spreads ranging from 12.5 to 37.5 basis points.

(7)

An aggregate of $57.8 million of mortgages payable is scheduled to mature during 2009.

(8)

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, 2008, approximately $114.8 million of the $115.0 million aggregate principal amount of the notes had been converted into cash by holders thereof.

(9)

Refer to Note 26 for information relating to extension of maturity dates subsequent to December 31, 2008. Further information is also included in this Note 12.

(10)

Additional default interest accrues for the period from May 7, 2008 to December 31, 2008 at a rate of 5.5%, therefore increasing the total interest rate to LIBOR or the prime rate plus 7.25%. This additional interest becomes due and payable only upon the occurrence of an event of default as defined in the Amended July 2007 Facility and is retrospective to May 7, 2008. If such event of default had arisen as of December 31, 2008, total additional interest to be accrued would be approximately $11.3 million. No such event of default occurred caused the payment of the additional default interest. Therefore interest continues to accrue at LIBOR or the prime rate plus 1.75%. Such default interest rate continues to be applicable through January 15, 2009 and continues to be retrospective to May 7, 2008.

(11)

Refer to Note 26 for information relative to Tender Offer made by the Company on these unsecured notes.

(12)

$118.0 million of secured term loans had its debt maturity extended to December 31, 2008 on January 15, 2009 (refer to Note 26) with the extension of $9.4 million that the Company repaid on January 23, 2009 as discussed further in this Note 12. The remaining balance of $55.0 million was extended to mature on December 1, 2010.

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

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

F-41

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

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

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

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

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

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

F-42

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

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

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

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

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

(i)

3.70% Convertible Senior Notes due 2026 (converted into cash as of December 31, 2007);



(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;

F-43

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

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

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

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

2009		$	217,977
2010			544,268
2011			181,948
2012			159,244
2013			110,990
Thereafter			526,069
Total debt maturities			1,740,496
	Net unamortized premiums on mortgages		8,434
	Net unamortized premiums on notes		26,704
Total debt obligations		$	1,775,634

F-44

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

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

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

Extension of Super Bridge Loan

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

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

Preston Ridge Facility

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

F-45

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

Cross-defaulting of Debt

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

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

Prohibition on Incurring Additional Indebtedness

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

Collateralization of Super Bridge Loan Debt

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

Mortgage Debt With Optional Prepayment Dates

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

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

Extension and Payment of Secured Term Loan Payments

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

F-46

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Debt Obligations (Continued)

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

13. Other Liabilities

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

		December 31, 2008		December 31, 2007
Property and other taxes payable		$	28,301	$	30,989
Interest payable			41,474		36,744
Accrued professional and personnel costs			6,423		22,365
Accrued construction costs			4,147		6,379
Below market leases, net			191,050		288,173
Accounts payable			17,034		20,946
Deferred rent expense and rents received in advance			529		3,557
Amounts due seller of property			6,440		3,517
Accrued acquisition / disposition costs			1,746		9,601
Accrued insurance			—		1,907
Due to affiliates			25,307		831
Due to parent(1)			—		90,800
Other			16,097		13,252
	Total	$	338,548	$	529,061

(1)

The due to parent balance is an intercompany balance which does not bear interest. During the three months ended March 31, 2008, this liability was settled with parent as a capital contribution.

14. Risk Management and Use of Financial Instruments

Risk Management

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

F-47

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Management of Market Risk

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

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

Use of Derivative Financial Instruments

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

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

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

F-48

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

Concentration of Credit Risk

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

Risks Associated with Liquidity Position

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

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

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

15. Minority Interest in Consolidated Partnership and Joint Ventures

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

F-49

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

F-50

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

        ERP unit information is summarized as follows:

	Limited Partner Units
Outstanding at December 31, 2006		2,815,052
Issued(1)		437,323
Redeemed		(700,278	)
Adjustment factor		91,773
Outstanding at April 5, 2007		2,643,870
Issued(2)		240,143
Redeemed		(353,939	)
Outstanding at December 31, 2007		2,530,074
Redeemed(3)		(1,506,588	)
Outstanding at December 31, 2008		1,023,486

(1)

Limited partnership units were issued in connection with the Company's acquisition of (1) Stewart Plaza (231,929 limited partnership units) and (2) a partial interest in one property currently held in NP/I&G Institutional Retail Company II, LLC, one of the Company's joint ventures (205,394 limited partnership units).



(2)

Represents limited partnership units issued in connection with the Company's acquisition of a partial interest in one property currently held in NP/I&G Institutional Retail Company II, LLC, one of the Company's joint ventures.



(3)

Refer to discussion above on the redemption of 1,048,236 units; in addition, 458,352 units were redeemed in exchange of ownership interest in one of the properties owned by the Company in November 2008.

16. Stockholders' Equity

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

F-51

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

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

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

Earnings per Share (EPS)

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

				Predecessor
				Period from January 1, 2007 - April 4, 2007			Years Ended December 31, 2006
Basic EPS
	Numerator:
		(Loss) income from continuing operations and gain on sale of real estate		$	(15,012	)	$	110,216
		Preferred dividends			(12,079	)		(21,966	)
			(Loss) income available to common shares from continuing operations—basic		(27,091	)		88,250
			Income available to common shares from discontinued operations—basic		4,403			25,001
		Net (loss) income available to common shares—basic		$	(22,688	)	$	113,251
	Denominator:
		Weighted average of common shares outstanding			103,355			104,102
(Loss) earnings per share—continuing operations				$	(0.26	)	$	0.85
Earnings per share—discontinued operations					0.04			0.24
		Basic (loss) earnings per common share		$	(0.22	)	$	1.09

F-52

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

				Predecessor
				Period from January 1, 2007 - April 4, 2007			Years Ended December 31, 2006
Diluted EPS
	Numerator:
		(Loss) income from continuing operations and gain on sale of real estate		$	(15,012	)	$	110,216
		Preferred dividends			(12,079	)		(21,966	)
		Minority interest in consolidated partnership			297			745
			(Loss) income available to common shares from continuing operations—diluted		(26,794	)		88,995
			Income available to common shares from discontinued operations—diluted		4,403			25,001
		Net (loss) income available to common shares—diluted		$	(22,391	)	$	113,996
	Denominator:
		Weighted average of common shares outstanding—basic			103,355			104,102
		Effect of diluted securities:
			Excel Realty Partners, L.P. third party units		3,175			2,922
			Options and contingently issuable shares		2,120			1,616
			Convertible debt		860			139
			Restricted stock		48			35
			Weighted average of common shares outstanding—diluted		109,558			108,814
(Loss) earnings per share—continuing operations				$	(0.24	)	$	0.82
Earnings per share—discontinued operations					0.04			0.23
		Diluted (loss) earnings per common share		$	(0.20	)	$	1.05

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

Common Stock

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

F-53

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Stockholders' Equity (Continued)

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

Stock Options

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

17. Fair Value of Financial Instruments

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

F-54

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Fair Value of Financial Instruments (Continued)

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

	December 31, 2008				December 31, 2007
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Mortgages and notes receivable	$	—	$	—	$	3,397	$	3,409
Mortgages payable		400,429		477,346		438,249		440,490
Notes payable		830,217		945,512		830,217		890,910
Credit facilities		479,584		458,399		488,288		489,297

18. Commitments and Contingencies

General

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

Funding Commitments

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

•

Letters of Credit.  The Company has arranged for the provision of seven separate letters of credit in connection with certain property or insurance related matters. If these letters of credit are drawn, the Company will be obligated to reimburse the providing bank for the amount of the draw. As of December 31, 2008, there was no balance outstanding under any of the letters of credit. If the letters of credit were fully drawn, the combined maximum amount of exposure would be approximately $12.5 million. Two letters of credit are set to expire on August 1, 2009 for an aggregate amount of $4.6 million. The expiration of the remaining letters of credit may be automatically extended pursuant to the terms of the Amended July 2007 Facility and Bank of America, as the issuing bank under these letters of credit, has agreed not to prevent the automatic extension of such letters of credit.

•

Non-Recourse Debt Guarantees.  Under certain Company and joint venture non-recourse mortgage loans, the Company could, under certain circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve-out provisions such as environmental conditions, misuse of funds and material misrepresentations. As of December 31, 2008, the Company had mortgage loans and secured term loans outstanding of approximately $573.5 million, excluding the impact of unamortized premiums, and

F-55

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Commitments and Contingencies (Continued)

unconsolidated joint ventures in which the Company has a direct or indirect interest had mortgage loans outstanding of approximately $3.0 billion. In addition, the Company has guaranteed certain construction and other obligations relative to certain joint venture development projects; however, the Company does not expect that its obligations under such guarantees will be material if called upon.

•

Leasing Commitments.  The Company has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates and administrative space for the Company. These leases are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (dollars in thousands):

Year
2008	$	849
2009		852
2010		857
2011		890
2012		894
Thereafter		14,364

•

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

        On January 15, 2009, the Company paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT

F-56

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Commitments and Contingencies (Continued)

Partnership Redemption Obligation is shown as a liability of "Redemption Rights" in the balance sheet.

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

Environmental Matters

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

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

F-57

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Comprehensive (Loss) Income

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

	Company						Predecessor
	Year Ended December 31, 2008			Period from April 5, through December 31, 2007			Period from January 1, through April 4, 2007			Year Ended December 31, 2006
Comprehensive (loss) income	$	(550,913	)	$	(565,828	)	$	(9,740	)	$	132,441

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

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

20. Related Parties

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

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

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

F-58

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Related Parties (Continued)

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

21. Future Minimum Annual Base Rents

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

Year
2009	$	316,955
2010		276,246
2011		233,031
2012		194,913
2013		159,815
Thereafter		517,986

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

22. Retirement Plan

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

23. Fair Value

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

F-59

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Fair Value (Continued)

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

Fair Value Measurement

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

        Level 1—Level 1 assets and liabilities include entity securities that are traded in an active exchange market, as well as certain U.S. Treasury and other U.S. government agency securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

        Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 2 assets are derivative instruments for which the fair value is estimated based on valuations obtained from third party pricing services for identical or comparable assets.

        Level 3—Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, for which the determination of fair value requires significant management judgment or estimation.

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

Marketable Securities

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

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

	Recurring
	Fair Value Measurements Using
							Assets/(Liabilities) at Fair Value
	Level 1		Level 2		Level 3
Marketable securities	$	320	$	9,718	$	—	$	10,038

F-60

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Fair Value (Continued)

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

	Non-recurring
							Assets/(Liabilities) at Adjusted Carrying Amount (Based on Fair Value
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Impaired investments accounted for under the equity method	$	—	$	—	$	667,515	$	667,515

(1)

The Company has elected to apply the deferral provision under FSP FAS 157-2 relating to disclosures for non-financial assets and liabilities that are fair valued on a non-recurring basis.

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

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

        The inputs into this valuation are considered level 3 inputs in accordance with SFAS No. 157.

24. Out of Period Adjustment

        During the year ended December 31, 2008, the Company recorded a cumulative non-cash out of period adjustment which resulted in additional depreciation and amortization expense of $6.2 million and additional rental income of $0.5 million which pertains to prior periods.

F-61

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24. Out of Period Adjustment (Continued)

        The out of period adjustment arose due to the Company's failure in prior periods to write off intangible assets and below market lease liabilities relating to specific tenants (refer to Note 12 for information on the types of intangible assets) who exited prior to lease expiration. A tenant may exit a lease prior to lease expiration due to early lease termination or tenant bankruptcy.

        The Company has undertaken an assessment of the impact of the adjustment needed to account for the write off of the intangible assets discussed above and has concluded that recording the adjustment in the results for the year ended December 31, 2008 rather than prior periods is quantitatively and qualitatively not material to the current period. The Company has also determined that the net depreciation and amortization expense and rental income which were not recorded in the following prior period results are not quantitatively or qualitatively material to the Company's financial statements for the period from April 5, 2007 to December 31, 2007.

25. Selected Quarterly Financial Data (Unaudited)

        Summarized quarterly financial data is as follows (in thousands, except per share amounts):

		Total Revenues(1)		Net Income/(Loss)			Net Income Per Share-Basic			Net Income Per Share-Diluted
Year Ended December 31, 2008:
	First quarter	$	124,040	$	(6,796	)		—			—
	Second quarter		105,477		(299,472	)		—			—
	Third quarter		99,228		(31,006	)		—			—
	Fourth quarter		89,931		(213,516	)		—			—
Year Ended December 31, 2007:
	First quarter	$	123,405	$	24,044		$	0.18		$	0.17
	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

(1)

Amounts have been adjusted to give effect to the Company's/Predecessor's discontinued operations, in accordance with SFAS No. 144.

(2)

Net income/(loss) for this quarter includes a $1.1 million out of period adjustment relating to the accounting for the Company's swap agreements.

(3)

Result for the fourth quarter includes impairment charges relating to goodwill and real estate assets.

F-62

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25. Selected Quarterly Financial Data (Unaudited) (Continued)

(4)

As a result of the matter discussed in Note 1 to the consolidated financial statements, the fourth quarter summarized data has been restated to record an impairment of intangible assets of $77.7 million which increased the net loss for the quarter to $580.3 million.

26. Subsequent Events

Amended July 2007 Facility

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

        Material modifications to the Amended July 2007 Revolving Credit Facility include:

•

extension of the maturity date from January 15, 2009 to December 31, 2010;

•

the default interest rate was increased such that upon the occurrence of an event of default, interest accrues at a rate equal to LIBOR or the prime rate plus 11.25%. No event of default has occurred and interest continues to accrue at LIBOR or the prime rate plus 1.75%;

•

the loans and other obligations under the Amended July 2007 Facility are required to be paid upon the receipt by the Company of net proceeds from the disposition of certain properties;

•

net proceeds in respect of certain casualty and condemnation events affecting certain properties are required to be applied towards the prepayment of the loans;

•

except for certain permitted sales, dispositions and distributions, the Company is prohibited from selling or transferring property and making equity issuances without lender consent;

•

except for certain permitted payments and distributions, the Company is restricted from making payments of cash or other property in respect of other indebtedness without lender consent;

•

the requirement that the Company manage at least 90% of its properties was revised to permit the Management Joint Venture or one of its indirect or direct subsidiaries to also act as manager of such properties;

•

certain of the Company's parent entities covenanted to take and avoid taking certain actions with respect to the Company (e.g. entering into any agreement that limits the Company's flexibility, or grants lender consent rights, with respect to the sale of Company assets, obtaining guaranties from the Company with respect to parent debt, pledging assets of the Company in favor of parent's creditors, permitting the Company to transfer assets to the Company's parent entities), and a breach of such covenants was made an event of default under the Supplement to the Amended July 2007 Facility; and

F-63

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. Subsequent Events (Continued)

•

release of the parent company guaranty under that certain Guaranty Agreement, dated July 31, 2007, by and among CPT and CPL as guarantors in favor of Bank of America, N.A., as administrative agent.

        In addition to the foregoing modifications, the Supplement to the Amended July 2007 Facility contains representations, warranties and covenants customary for financings of this type. The Company has also agreed to put in place an interest rate cap with respect to the debt under the Amended July 2007 Facility. A full description of the Amended July 2007 Facility can be found under Note 12—Debt Obligations.

Second Amended and Restated Super Bridge Loan

        On January 15, 2009, Super LLC entered into the Super Bridge Loan. Proceeds from distributions from the Residual Joint Venture (as described below) and the Company that were funded with borrowings from the Residual Credit Facility (as described below) were used to repay $133.5 million of the outstanding balance under the Super Bridge Loan leaving an approximate outstanding balance of $1.75 billion. The maturity date has been extended to December 31, 2010 and the applicable margin of 1.75% remains unchanged from the previously negotiated applicable margin under the Prior Super Bridge Loan. The Company is not an obligor under the Super Bridge Loan but the Amended July 2007 Facility will cross-default upon any default of the Super Bridge Loan.

Residual Credit Facility

        On January 15, 2009, certain subsidiaries of the Residual Joint Venture, entered into a credit facility (the "Residual Credit Facility") with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, pursuant to which they may borrow up to $370.0 million. The Residual Credit Facility is collateralized by properties that were contributed by the Company and now owned by the borrowers under the Residual Credit Facility and certain other subsidiaries of the Residual Joint Venture and has a maturity date of December 31, 2010. The Residual Credit Facility is guaranteed by Super LLC, the Residual Joint Venture and Centro NP Residual Holding Sub 1, LLC, a subsidiary of the Residual Joint Venture and the 100% owner of each of the borrowers under the Residual Credit Facility. An initial draw on the Residual Credit Facility in the amount of approximately $150.0 million was used for the repayment of a portion of the Super Bridge Loan, the payment of the DownREIT Partnership Redemption Obligation (as described below) and the payment of the Secured Term Loan Payments (as described below). The remaining proceeds of the Residual Credit Facility may be used for development and redevelopment of certain properties, the payment of certain maturing debt and general corporate cash needs.

DownREIT Redemption Right

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

F-64

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. Subsequent Events (Continued)

Extension and Payment of Secured Term Loan Payments

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

Tender Offer

        On February 17, 2009, the Company commenced a cash tender offer (the "Tender Offer") pursuant to which the Company offer to purchase any and all of its 7.40% Senior Notes due September 2009 (the "2009 Notes"). The outstanding principal on the 2009 Notes was $150.0 million as of December 31, 2008. Holders who validly tender and do not validly withdraw their 2009 Notes on or prior to 5:00 p.m., New York City time, on Friday, April 3, 2009 (the "Expiration Date") are eligible to receive $930.00 per $1,000 principal amount of 2009 Notes (the "Tender Consideration"). The deadline for the Tender Offer was initially set to expire on Monday, March 23, 2009, but was subsequently extended to the Expiration Date. Holders of 2009 Notes who validly tender, and do not validly withdraw, their 2009 Notes before the Expiration Date will also receive accrued and unpaid interest on their 2009 Notes purchased pursuant to the Tender Offer from the last interest payment date to, but not including the payment date for the 2009 Notes purchased in the Tender Offer, which will occur on April 8, 2009. The 2009 Notes purchased pursuant to the Tender Offer will be cancelled and retired. It is anticipated that proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC funded from the Residual Credit Facility will be used to pay the bondholders under the Tender Offer.

New Chief Executive Officer

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

F-65

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

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

				Additions
							Deductions
				Charged / (Credited) to Bad Debt Expense
		Balance at Beginning of Period					Accounts Receivable Written Off			Balance at End of Period
Allowance for doubtful accounts:
Company
	Year ended December 31, 2008	$	20,480	$	3,513		$	(6,815	)	$	17,178
	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

				Additions
						Deductions
		Balance at Beginning of Period		Charged / (Credited) to Expense					Balance at End of Period
						Written Off
Reserve for straight-line rents:
Company
	Year ended December 31, 2008	$	131	$	128	$	—		$	259
	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

F-66

CENTRO NP LLC AND SUBSIDIARIES
SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2008

COLUMN A		COLUMN B			COLUMN C					COLUMN D			COLUMN E								COLUMN F			COLUMN G		COLUMN H		COLUMN I
										Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period
					Initial Cost to Company
																												Life on Which Depreciated- Latest Income Statement
							Building & Improvements								Building & Improvements						Accumulated Depreciation			Year Constructed		Date Acquired
Description		Encumbrances			Land					Improvements			Land					Total
Retail
Grants Mill Station	Irondale,AL				$	1,204,597	$	1,455,172		$	136,875		$	1,204,597	$	1,592,047		$	2,796,644		$	(247,536	)		1991		Apr-07	40 years
Kroger	Muscle Shoals,AL					153,999		(44,557	)					153,999		(44,557	)		109,442			(47,914	)		1982		Apr-07	40 years
Kroger	Muscle Shoals,AL					606,608		(284,805	)					606,608		(284,805	)		321,803			(52,353	)		1982		Apr-07	40 years
Kroger	Scottsboro,AL					765,072		(768,691	)					765,072		(768,691	)		(3,619	)		(75,134	)		1982		Apr-07	40 years
Metro Marketplace	Phoenix,AZ					8,946,382		4,721,083			119,609			8,946,382		4,840,692			13,787,074			(579,922	)		2001		Apr-07	40 years
Bakersfield Plaza	Bakersfield,CA					16,225,639		(621,728	)		5,238,035			16,225,639		4,616,307			20,841,946			(183,725	)		2007		Apr-07	40 years
Cudahy Plaza	Cudahy,CA					5,373,192		(867,025	)		2,384,673			5,373,192		1,517,648			6,890,840			(54,506	)		1994		Apr-07	40 years
Arbor Faire	Fresno,CA					9,202,694		17,183,445			40,135			9,202,694		17,223,580			26,426,274			(757,548	)		1993		Apr-07	40 years
Briggsmore Plaza	Modesto,CA					3,136,752		8,522,191			104,288			3,136,752		8,626,479			11,763,231			(570,588	)		1998		Apr-07	40 years
Montebello Plaza	Montebello,CA					23,269,245		14,607,732			237,277			23,269,245		14,845,009			38,114,254			(750,557	)		1996		Apr-07	40 years
Bristol Plaza	Santa Ana,CA					9,732,202		(217	)		102,686			9,732,202		102,469			9,834,671			(11,225	)		2003		Apr-07	40 years
Arvada Plaza	Arvada,CO	$	(1,961,912	)		2,454,851		4,839,551			205,873			2,454,851		5,045,424			7,500,275			(297,641	)		1994		Apr-07	40 years
Villa Monaco	Denver,CO		(8,883,798	)		4,619,000		3,246,907			7,990			4,619,000		3,254,897			7,873,897			(156,236	)		1978		Nov-07	40 years
Superior Marketplace	Superior,CO					12,529,810		49,520,244			55,548			12,529,810		49,575,792			62,105,602			(2,381,261	)		2004		Apr-07	40 years
Brooksville Square	Brooksville,FL					7,995,852		3,562,912			6,328,466			7,995,852		9,891,378			17,887,230			(1,402,149	)		2006		Apr-07	40 years
Coconut Creek	Coconut Creek,FL					17,456,097		8,335,578			43,318			17,456,097		8,378,896			25,834,993			(612,174	)		2005		Apr-07	40 years
Northgate Shopping Center	DeLand,FL		(3,912,683	)		5,604,966		13,403,152			76,225			5,604,966		13,479,377			19,084,344			(671,728	)		1993		Apr-07	40 years
Sun Plaza	Ft. Walton Beach,FL		(8,817,873	)		7,832,598		8,775,001			15,400			7,832,598		8,790,401			16,622,998			(487,124	)		2004		Apr-07	40 years
Plaza 66	Kenneth City,FL					5,688,818		959,685			261,042			5,688,818		1,220,727			6,909,545			(201,996	)		1995		Apr-07	40 years
Ventura Downs	Kissimmee,FL					4,893,477		8,495,371						4,893,477		8,495,371			13,388,848			(660,648	)		2005		Apr-07	40 years
Mall at 163rd Street	Miami,FL					25,359,390		7,080,324			7,472,479			25,359,390		14,552,803			39,912,193			(1,387,912	)		2007		Apr-07	40 years
Freedom Square	Naples,FL					12,142,093		12,222,628						12,142,093		12,222,628			24,364,721			(676,267	)		1995		Apr-07	40 years
Southgate	New Port Richey,FL					16,035,583		21,758,437			5,551,587			16,035,583		27,310,024			43,345,607			(1,406,400	)		2004		Apr-07	40 years
Presidential Plaza	North Lauderdale,FL					5,896,441		215,936			(289,243	)		5,896,441		(73,307	)		5,823,134			(201,989	)		2006		Apr-07	40 years
Pointe*Orlando	Orlando,FL					16,645,389		85,032,528			27,463,175			16,645,389		112,495,703			129,141,092			(5,205,453	)		2007		Apr-07	40 years
23rd Street Station	Panama City,FL					3,446,393		9,679,166			150,310			3,446,393		9,829,476			13,275,869			(516,234	)		1995		Apr-07	40 years
Pensacola Square	Pensacola,FL					3,394,405		11,687,431			61,100			3,394,405		11,748,531			15,142,936			(583,907	)		1995		Apr-07	40 years
Shoppes of Victoria Square	Port St. Lucie,FL		(6,542,049	)		4,247,327		6,682,072			1,497			4,247,327		6,683,569			10,930,896			(224,402	)		1990		Nov-07	40 years
Sarasota Village	Sarasota,FL		(10,228,785	)		6,020,013		13,080,116						6,020,013		13,080,116			19,100,129			(435,365	)		1998		Nov-07	40 years
Atlantic Plaza	Satellite Beach,FL					2,799,926		8,121,406						2,799,926		8,121,406			10,921,332			(261,428	)		2007		Nov-07	40 years
Seminole Plaza	Seminole,FL					6,656,946		6,811,322						6,656,946		6,811,322			13,468,268			(427,102	)		1995		Apr-07	40 years
Tyrone Gardens	St. Petersburg,FL		(8,592,852	)		6,831,383		9,866,058			18,280			6,831,383		9,884,338			16,715,721			(547,879	)		1998		Apr-07	40 years
Augusta West Plaza	Augusta ,GA					4,221,587		5,340,909						4,221,587		5,340,909			9,562,496			(215,725	)		2006		Nov-07	40 years
Sweetwater Village	Austell,GA					2,677,641		1,486,189						2,677,641		1,486,189			4,163,830			(117,071	)		1985		Apr-07	40 years
Cedar Plaza	Cedartown,GA					1,102,113		4,633,342			117,780			1,102,113		4,751,122			5,853,235			(333,694	)		1994		Apr-07	40 years
Covered Bridge	Clayton,GA		(2,414,674	)		1,152,064		1,918,221			3,425			1,152,064		1,921,646			3,073,710			(163,283	)		2001		Apr-07	40 years
Habersham Crossing	Cornelia,GA		(3,456,060	)		1,949,950		6,597,600			15,541			1,949,950		6,613,141			8,563,091			(363,046	)		1990		Apr-07	40 years
Covington Gallery	Covington,GA					4,497,155		7,262,568			14,050			4,497,155		7,276,618			11,773,773			(374,996	)		1991		Apr-07	40 years
Midway Village	Douglasville,GA					1,857,895		2,239,776						1,857,895		2,239,776			4,097,671			(245,773	)		1989		Apr-07	40 years
Westgate	Dublin,GA					1,373,553		3,740,523			32,310			1,373,553		3,772,833			5,146,386			(301,679	)		2004		Apr-07	40 years
Banks Station	Fayetteville,GA					3,342,429		11,692,058						3,342,429		11,692,058			15,034,487			(381,385	)		2006		Nov-07	40 years

F-67

COLUMN A		COLUMN B			COLUMN C					COLUMN D		COLUMN E							COLUMN F			COLUMN G		COLUMN H		COLUMN I
										Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period
					Initial Cost to Company
																										Life on Which Depreciated- Latest Income Statement
							Building & Improvements							Building & Improvements					Accumulated Depreciation			Year Constructed		Date Acquired
Description		Encumbrances			Land					Improvements		Land					Total
Village at Southlake	Morrow,GA					1,015,173		1,909,944			19,062		1,015,173		1,929,006			2,944,179		(206,385	)		1983		Apr-07	40 years
Merchants Crossing	Newnan,GA		(4,597,226	)		4,434,632		8,380,435			1,110,115		4,434,632		9,490,550			13,925,182		(528,270	)		2007		Apr-07	40 years
Shops of Riverdale	Riverdale,GA					917,538		1,067,734			8,300		917,538		1,076,034			1,993,572		(58,400	)		1995		Apr-07	40 years
Victory Square	Savannah,GA					6,083,864		4,185,264			10,968,001		6,083,864		15,153,265			21,237,129		(1,408,717	)		2007		Apr-07	40 years
University Commons	Statesboro,GA					468,324		2,346,455					468,324		2,346,455			2,814,779		(110,050	)		1994		Apr-07	40 years
Stone Mountain Festival	Stone Mountain,GA					14,882,237		3,493,102			103,004		14,882,237		3,596,106			18,478,343		(356,401	)		2006		Nov-07	40 years
Tift-Town	Tifton,GA					298,147		901,469					298,147		901,469			1,199,616		(55,943	)		1965		Apr-07	40 years
Haymarket Mall	Des Moines,IA					5,132,161		8,257,710			95,400		5,132,161		8,353,110			13,485,271		(615,616	)		2002		Apr-07	40 years
Annex of Arlington	Arlington Heights,IL		(18,052,729	)		7,437,601		25,063,834			19,136		7,437,601		25,082,970			32,520,571		(1,559,316	)		1999		Apr-07	40 years
Festival Center	Bradley,IL		(2,306,518	)		290,693		2,062,311					290,693		2,062,311			2,353,004		(122,751	)		2006		Apr-07	40 years
Freeport Plaza	Freeport,IL					1,612,399		2,861,122			15,446		1,612,399		2,876,568			4,488,967		(175,660	)		2000		Apr-07	40 years
Olympia Corners	Olympia Fields,IL		(4,756,200	)		4,664,069		4,657,927			88,754		4,664,069		4,746,681			9,410,750		(499,587	)		1988		Apr-07	40 years
Elkhart Plaza West	Elkhart,IN					2,022,070		4,962,678					2,022,070		4,962,678			6,984,748		(332,665	)		1997		Apr-07	40 years
Elkhart Market Centre	Goshen,IN		(11,642,180	)		5,664,641		10,775,060			150,302		5,664,641		10,925,362			16,590,003		(1,211,427	)		1994		Apr-07	40 years
Valley View Plaza	Marion,IN					916,671		998,854					916,671		998,854			1,915,525		(128,322	)		1997		Apr-07	40 years
Knox Plaza	Vincennes,IN					1,009,684		921,378					1,009,684		921,378			1,931,062		(80,228	)		1989		Apr-07	40 years
Wabash Crossing	Wabash,IN					904,985		2,232,667					904,985		2,232,667			3,137,652		(478,207	)		2007		Apr-07	40 years
Florence Plaza	Florence,KY					2,607,249		148,837			2,049,182		2,607,249		2,198,019			4,805,268		(347,197	)		1985		Apr-07	40 years
Florence Square	Florence,KY		(14,593,543	)		19,526,801		37,095,000			130,539		19,526,801		37,225,539			56,752,340		(1,945,777	)		2000		Apr-07	40 years
Highland Commons	Glasgow,KY		(2,796,233	)		2,656,732		5,493,043					2,656,732		5,493,043			8,149,775		(264,535	)		1992		Apr-07	40 years
Eastgate Shopping Center	Louisville,KY					8,224,237		8,084,605			8,322		8,224,237		8,092,927			16,317,164		(567,605	)		2002		Apr-07	40 years
Towne Square North	Owensboro,KY					4,990,803		7,456,514			258,392		4,990,803		7,714,906			12,705,709		(511,541	)		1988		Apr-07	40 years
Lexington Road Plaza	Versailles,KY		(5,358,595	)		4,372,189		9,463,655			1,462,231		4,372,189		10,925,886			15,298,075		(724,182	)		2007		Apr-07	40 years
Iberia Plaza	New Iberia,LA					782,119		5,844,021			197,502		782,119		6,041,523			6,823,642		(388,004	)		1992		Apr-07	40 years
Lagniappe Village	New Iberia,LA					1,461,578		5,810,924			316,222		1,461,578		6,127,146			7,588,724		(595,638	)		1990		Apr-07	40 years
The Pines	Pineville,LA					3,116,072		4,378,750					3,116,072		4,378,750			7,494,822		(168,039	)		1991		Nov-07	40 years
Liberty Plaza	Randallstown,MD					4,793,337		419,341			976,728		4,793,337		1,396,069			6,189,406		(178,173	)		2007		Apr-07	40 years
Rising Sun Towne Centre	Rising Sun,MD					5,243,141		1,337,614			32,551		5,243,141		1,370,165			6,613,306		(451,342	)		2007		Apr-07	40 years
Grand Crossing	Brighton,MI					2,043,079		5,367,916			35,661		2,043,079		5,403,577			7,446,656		(373,169	)		2005		Apr-07	40 years
Silver Lake	Fenton,MI					1,839,686		8,304,814					1,839,686		8,304,814			10,144,500		(442,474	)		1996		Apr-07	40 years
Silver Pointe Shopping Center	Fenton,MI		(6,668,529	)		1,877,941		7,646,739			4,439		1,877,941		7,651,178			9,529,119		(466,061	)		1996		Apr-07	40 years
Fremont	Fremont,MI					1,812,425		(928,121	)		573,967		1,812,425		(354,154	)		1,458,271		(184,755	)		2007		Apr-07	40 years
Kentwood	Kentwood,MI					1,462,721		585,455					1,462,721		585,455			2,048,176		(84,684	)		1987		Apr-07	40 years
Hampton Village Centre	Rochester Hills,MI		(28,812,380	)		13,097,907		57,162,068			351,950		13,097,907		57,514,018			70,611,925		(2,734,045	)		2004		Apr-07	40 years
Hall Road Crossing	Shelby Township,MI					6,116,279		15,194,240			52,247		6,116,279		15,246,487			21,362,766		(896,077	)		1999		Apr-07	40 years
West Ridge Shopping Center	Westland,MI		(10,487,505	)		5,505,020		7,871,701			260,000		5,505,020		8,131,701			13,636,721		(559,233	)		1989		Apr-07	40 years
Westland Crossing	Westland,MI					2,197,547		2,621,227					2,197,547		2,621,227			4,818,774		(442,524	)		1999		Apr-07	40 years
Clinton Shopping Center	Clinton,MS					1,930,733		3,444,025			185,464		1,930,733		3,629,489			5,560,222		(145,896	)		2007		Nov-07	40 years
Roxboro Square	Roxboro,NC					1,766,782		4,540,826					1,766,782		4,540,826			6,307,608		(281,603	)		2005		Apr-07	40 years
Siler Crossing	Siler City,NC					1,497,519		(223,377	)				1,497,519		(223,377	)		1,274,142		(230,712	)		1988		Apr-07	40 years
Anson Station	Wadesboro,NC					1,130,582		1,774,709			55,000		1,130,582		1,829,709			2,960,291		(163,742	)		1988		Apr-07	40 years
Roanoke Landing	Williamston,NC					1,069,911		672,696					1,069,911		672,696			1,742,607		(129,245	)		1991		Apr-07	40 years
Laurel Square	Brick,NJ					11,783,875		27,332,083			134,785		11,783,875		27,466,868			39,250,743		(1,460,177	)		2003		Apr-07	40 years
A&P Fresh Market	Clark,NJ							1,179,871			9,185,022				10,364,893			10,364,893		(630,003	)		2007		Apr-07	40 years
Hamilton Plaza—Kmart Plaza	Hamilton,NJ					3,790,930		9,677,925			80,713		3,790,930		9,758,638			13,549,568		(627,244	)		1972		Apr-07	40 years
Middletown Plaza	Middletown,NJ					12,195,712		36,799,096			115,211		12,195,712		36,914,307			49,110,019		(1,766,664	)		2002		Apr-07	40 years
Tinton Falls Plaza	Tinton Falls,NJ					3,879,169		9,108,781			148,090		3,879,169		9,256,871			13,136,040		(556,454	)		2006		Apr-07	40 years

F-68

COLUMN A		COLUMN B			COLUMN C					COLUMN D			COLUMN E							COLUMN F			COLUMN G		COLUMN H		COLUMN I
										Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period
					Initial Cost to Company
																											Life on Which Depreciated- Latest Income Statement
							Building & Improvements								Building & Improvements					Accumulated Depreciation			Year Constructed		Date Acquired
Description		Encumbrances			Land					Improvements			Land					Total
Socorro	Socorro,NM		(1,275,484	)		655,334		4,594,361						655,334		4,594,361			5,249,695		(201,003	)		1976		Apr-07	40 years
Kietzke Center	Reno,NV					10,115,031		(224,399	)		210,162			10,115,031		(14,237	)		10,100,794		(231,979	)		2007		Apr-07	40 years
Kmart Plaza	De Witt,NY					2,440,225		5,187,839			10,500			2,440,225		5,198,339			7,638,564		(393,533	)		1970		Apr-07	40 years
Unity Plaza	East Fishkill,NY					6,866,928		13,332,456			(151	)		6,866,928		13,332,305			20,199,233		(652,955	)		2005		Apr-07	40 years
Elmira Plaza	Elmira,NY					437,674		852,521						437,674		852,521			1,290,195		(85,405	)		2001		Apr-07	40 years
Stewart Plaza	Garden City,NY					13,447,584		11,812,594			32,625			13,447,584		11,845,219			25,292,803		(833,121	)		1990		Apr-07	40 years
Pyramid Mall	Geneva,NY					1,370,086		1,650,401			5,438,540			1,370,086		7,088,941			8,459,027		(777,647	)		2006		Apr-07	40 years
Sunshine Square	Medford,NY		(6,346,567	)		12,609,167		17,221,750			4,005,092			12,609,167		21,226,842			33,836,009		(1,465,590	)		2007		Apr-07	40 years
Wallkill Plaza	Middletown,NY					6,396,354		14,073,788			127,500			6,396,354		14,201,288			20,597,642		(1,272,343	)		2005		Apr-07	40 years
Monroe Shoprite Plaza	Monroe,NY					3,921,304		13,657,188						3,921,304		13,657,188			17,578,492		(662,063	)		1985		Apr-07	40 years
Rockland Plaza	Nanuet,NY					34,300,542		37,268,624			4,625,491			34,300,542		41,894,115			76,194,657		(2,263,427	)		2006		Apr-07	40 years
Mohawk Acres	Rome,NY					4,042,860		9,976,669			55,356			4,042,860		10,032,025			14,074,885		(534,101	)		2005		Apr-07	40 years
Village Center	Smithtown,NY		16,648			8,629,297		12,850,715			1,933,230			8,629,297		14,783,945			23,413,242		(1,168,579	)		2005		Apr-07	40 years
Springbrook Plaza	Canton,OH					3,438,801		4,587,970						3,438,801		4,587,970			8,026,771		(637,173	)		1989		Apr-07	40 years
Delhi Shopping Center	Cincinnati,OH					3,778,442		6,408,540			7,700			3,778,442		6,416,240			10,194,682		(634,376	)		2002		Apr-07	40 years
Western Hills Plaza	Cincinnati,OH					4,593,498		14,641,589			392,976			4,593,498		15,034,565			19,628,063		(1,636,941	)		1989		Apr-07	40 years
Greentree Shopping Center	Columbus,OH		(4,694,185	)		4,313,398		7,873,394			26,062			4,313,398		7,899,456			12,212,854		(588,515	)		2005		Apr-07	40 years
Karl Plaza	Columbus,OH		(3,624,707	)		2,068,892		1,011,881			25,482			2,068,892		1,037,363			3,106,255		(381,441	)		1992		Apr-07	40 years
Brandt Pike Place	Dayton,OH					2,220,000		1,074,607			1,684,778			2,220,000		2,759,385			4,979,385		(280,474	)		2007		Apr-07	40 years
South Towne Centre	Dayton,OH					6,991,885		24,939,131						6,991,885		24,939,131			31,931,016		(2,095,771	)		2007		Apr-07	40 years
The Vineyards	Eastlake,OH		(7,330,262	)		1,112,891		4,102,579						1,112,891		4,102,579			5,215,470		(256,478	)		1989		Apr-07	40 years
Midway Crossing	Elyria,OH					5,299,607		243,048			701,694			5,299,607		944,742			6,244,349		(723,897	)		2007		Apr-07	40 years
Midway Market Square	Elyria,OH		(13,577,563	)		6,932,338		20,905,451						6,932,338		20,905,451			27,837,789		(1,006,201	)		2001		Apr-07	40 years
New Boston	New Boston,OH					1,748,328		1,523,297			2,116,063			1,748,328		3,639,360			5,387,688		(318,488	)		2000		Apr-07	40 years
Great Eastern Shopping Plaza	Northwood,OH					4,635,957		3,327,602			67,759			4,635,957		3,395,361			8,031,318		(160,100	)		1956		Nov-07	40 years
Surrey Square Mall	Norwood,OH					3,302,917		10,318,335						3,302,917		10,318,335			13,621,252		(726,850	)		2007		Apr-07	40 years
Market Place	Piqua,OH					2,285,470		(185,384	)		2,520,453			2,285,470		2,335,069			4,620,539		(558,360	)		2007		Apr-07	40 years
Starlite Plaza	Sylvania,OH					1,753,116		7,270,190			76,909			1,753,116		7,347,099			9,100,215		(664,302	)		2000		Apr-07	40 years
Alexis Park	Toledo,OH					1,052,211		827,508			51,316			1,052,211		878,824			1,931,035		(220,828	)		1988		Apr-07	40 years
Miracle Mile Shopping Plaza	Toledo,OH					5,091,850		13,965,685			15,975			5,091,850		13,981,660			19,073,510		(469,098	)		2007		Nov-07	40 years
Southland Shopping Plaza	Toledo,OH					2,559,016		8,569,567			2,500			2,559,016		8,572,067			11,131,083		(629,444	)		1988		Apr-07	40 years
Marketplace	Tulsa,OK		(8,334,545	)		8,697,990		12,883,446						8,697,990		12,883,446			21,581,436		(661,998	)		1992		Apr-07	40 years
Bethel Park	Bethel Park,PA					7,434,176		16,327,511			203,079			7,434,176		16,530,590			23,964,766		(858,999	)		2004		Apr-07	40 years
New Britain Village Square	Chalfont,PA					7,542,901		20,240,039			19,995			7,542,901		20,260,034			27,802,935		(1,062,556	)		1989		Apr-07	40 years
Dickson City Crossings	Dickson City,PA		35,086			8,762,672		32,111,973			5,000			8,762,672		32,116,973			40,879,645		(1,751,171	)		1997		Apr-07	40 years
Dillsburg Shopping Center	Dillsburg,PA					6,836,416		13,497,227			87,079			6,836,416		13,584,306			20,420,722		(968,691	)		2007		Apr-07	40 years
New Garden Shopping Center	Kennett Square,PA					1,460,176		15,593,751			53,248			1,460,176		15,646,999			17,107,175		(937,459	)		2001		Apr-07	40 years
Stone Mill Plaza	Lancaster,PA					1,733,390		11,833,749			47,521			1,733,390		11,881,270			13,614,660		(613,560	)		1993		Apr-07	40 years
Ivyridge	Philadelphia,PA					4,237,414		15,052,303			7,186,962			4,237,414		22,239,265			26,476,679		(875,836	)		2006		Apr-07	40 years
Roosevelt Mall	Philadelphia,PA					14,588,350		101,292,541			228,432			14,588,350		101,520,973			116,109,323		(5,154,321	)		1988		Apr-07	40 years
Hunt River Commons	North Kingstown,RI		(6,774,057	)		6,440,181		12,562,996			90,478			6,440,181		12,653,474			19,093,655		(620,419	)		1989		Apr-07	40 years
Lexington Town Square	Lexington,SC					1,700,472		2,168,474			78,506			1,700,472		2,246,980			3,947,452		(246,512	)		1995		Apr-07	40 years
Festival Centre	North Charleston,SC					8,757,402		1,167,078			190,552			8,757,402		1,357,630			10,115,032		(949,686	)		2004		Apr-07	40 years
Hillcrest Shopping Center	Spartanburg,SC		(16,443,849	)		5,286,085		35,789,539			9,567,568			5,286,085		45,357,107			50,643,192		(2,114,196	)		2007		Apr-07	40 years
Shoppes at Hickory Hollow	Antioch,TN		(10,518,363	)		4,468,257		9,854,266			254,956			4,468,257		10,109,222			14,577,479		(565,759	)		1986		Apr-07	40 years
Congress Crossing	Athens,TN					2,743,650		6,969,242			1,087,672			2,743,650		8,056,914			10,800,564		(501,104	)		1990		Apr-07	40 years
Hazel Path Commons	Hendersonville,TN					4,410,237		3,293,554			19,120			4,410,237		3,312,674			7,722,911		(384,452	)		1989		Apr-07	40 years

F-69

COLUMN A		COLUMN B			COLUMN C					COLUMN D		COLUMN E							COLUMN F			COLUMN G		COLUMN H		COLUMN I
										Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period
					Initial Cost to Company
																										Life on Which Depreciated- Latest Income Statement
							Building & Improvements							Building & Improvements					Accumulated Depreciation			Year Constructed		Date Acquired
Description		Encumbrances			Land					Improvements		Land					Total
Kimball Crossing	Kimball,TN					3,418,601		15,776,503			244,436		3,418,601		16,020,939			19,439,540		(873,622	)		1997		Apr-07	40 years
Chapman-Ford Crossing	Knoxville,TN					5,712,871		(6,061,371	)		3,366,520		5,712,871		(2,694,851	)		3,018,020		(287,994	)		2007		Apr-07	40 years
Farrar Place Shopping Center	Manchester,TN					1,369,301		1,178,900			12,700		1,369,301		1,191,600			2,560,901		(68,518	)		1989		Apr-07	40 years
Memphis Commons	Memphis,TN		(16,731,137	)		12,078,545		20,873,266			103,449		12,078,545		20,976,715			33,055,260		(988,590	)		1997		Apr-07	40 years
Palm Plaza	Aransas,TX		(1,090,875	)		1,305,961		1,042,304					1,305,961		1,042,304			2,348,265		(157,891	)		2002		Apr-07	40 years
Parmer Crossing	Austin,TX					6,064,095		6,895,763			91,886		6,064,095		6,987,649			13,051,744		(245,638	)		2004		Nov-07	40 years
Baytown Shopping Center	Baytown,TX		(3,306,189	)		1,144,575		6,575,460					1,144,575		6,575,460			7,720,035		(344,924	)		1987		Apr-07	40 years
Cedar Bellaire	Bellaire,TX		(1,923,296	)		2,691,539		2,475,890					2,691,539		2,475,890			5,167,429		(146,537	)		1994		Apr-07	40 years
El Camino	Bellaire,TX		(1,533,937	)		3,063,937		699,533			13,702		3,063,937		713,235			3,777,172		(67,795	)		2007		Apr-07	40 years
Brenham Four Corners	Brenham,TX		(3,994,279	)		1,545,928		8,798,842					1,545,928		8,798,842			10,344,770		(456,408	)		1997		Apr-07	40 years
Bryan Square	Bryan,TX		(671,307	)		372,132		108,487			1,238,563		372,132		1,347,050			1,719,182		(16,286	)		2001		Apr-07	40 years
Townshire	Bryan,TX					3,050,758		5,190,886					3,050,758		5,190,886			8,241,644		(306,293	)		2002		Apr-07	40 years
Carmel Village	Corpus Christi,TX		(2,316,011	)		1,559,767		4,428,908			37,090		1,559,767		4,465,998			6,025,765		(305,827	)		1993		Apr-07	40 years
Five Points	Corpus Christi,TX		(6,041,767	)		4,236,862		12,904,295			114,993		4,236,862		13,019,288			17,256,150		(952,254	)		1993		Apr-07	40 years
Claremont Village	Dallas,TX		(1,913,226	)		1,177,880		3,911,724			39,848		1,177,880		3,951,572			5,129,452		(207,547	)		1976		Apr-07	40 years
Jeff Davis	Dallas,TX		(2,114,618	)		1,956,239		3,449,588			44,690		1,956,239		3,494,278			5,450,517		(249,574	)		1975		Apr-07	40 years
Stevens Park Village	Dallas,TX		(1,812,530	)		829,208		3,957,416					829,208		3,957,416			4,786,624		(192,840	)		1974		Apr-07	40 years
Webb Royal	Dallas,TX		(3,020,883	)		2,374,772		6,091,746			19,766		2,374,772		6,111,512			8,486,284		(387,408	)		1992		Apr-07	40 years
Wynnewood Village	Dallas,TX		(15,272,244	)		9,405,555		32,682,415			539,493		9,405,555		33,221,908			42,627,463		(2,095,221	)		2006		Apr-07	40 years
Parktown	Deer Park,TX		(3,339,754	)		1,920,088		7,787,466			12,097		1,920,088		7,799,563			9,719,651		(464,635	)		1999		Apr-07	40 years
Ridglea Plaza	Fort Worth,TX					5,384,571		12,346,495			22,169		5,384,571		12,368,664			17,753,235		(468,992	)		1990		Nov-07	40 years
Forest Hills	Ft. Worth,TX		(956,613	)		658,039		1,709,228			43,991		658,039		1,753,219			2,411,258		(117,146	)		1968		Apr-07	40 years
Village Plaza	Garland,TX		(3,809,670	)		2,450,037		7,951,964			75,702		2,450,037		8,027,666			10,477,703		(485,834	)		2002		Apr-07	40 years
North Hills Village	Haltom City,TX		(1,040,526	)		889,011		927,997					889,011		927,997			1,817,008		(68,837	)		1998		Apr-07	40 years
Highland Village Town Center	Highland Village,TX		(4,766,283	)		4,391,028		8,607,867			17,975		4,391,028		8,625,842			13,016,870		(425,651	)		1996		Apr-07	40 years
Bay Forest	Houston,TX		(2,685,230	)		2,938,227		4,471,441			193,654		2,938,227		4,665,095			7,603,322		(227,629	)		2004		Apr-07	40 years
Braes Heights	Houston,TX		(6,656,013	)		7,029,204		12,040,650			29,820		7,029,204		12,070,470			19,099,674		(593,999	)		2003		Apr-07	40 years
Braes Oaks	Houston,TX		(1,564,146	)		2,867,233		435,382					2,867,233		435,382			3,302,615		(88,085	)		1992		Apr-07	40 years
Broadway	Houston,TX		(2,168,323	)		685,958		4,358,679			1,667,661		685,958		6,026,340			6,712,298		(344,306	)		2006		Apr-07	40 years
Clear Lake Camino South	Houston,TX		(5,259,694	)		4,373,986		11,892,660					4,373,986		11,892,660			16,266,646		(588,964	)		2004		Apr-07	40 years
Huntington Village	Houston,TX		(2,685,230	)		2,087,786		2,729,834			623,618		2,087,786		3,353,452			5,441,238		(381,201	)		2007		Apr-07	40 years
Jester Village	Houston,TX					2,563,512		1,954,600			38,103		2,563,512		1,992,703			4,556,215		(257,410	)		1988		Apr-07	40 years
Lazybrook	Houston,TX		(352,436	)		184,026		476,550					184,026		476,550			660,575		(56,324	)		1988		Apr-07	40 years
Maplewood Mall	Houston,TX		(2,853,056	)		6,179,314		1,009,743			44,528		6,179,314		1,054,271			7,233,585		(174,352	)		2004		Apr-07	40 years
Merchants Park	Houston,TX					3,617,729		16,722,475			229,381		3,617,729		16,951,856			20,569,585		(899,861	)		2006		Apr-07	40 years
North 45 Plaza	Houston,TX		(2,248,880	)		2,317,859		3,498,185					2,317,859		3,498,185			5,816,044		(368,659	)		1975		Apr-07	40 years
Northgate	Houston,TX		(822,352	)		116,187		322,921					116,187		322,921			439,108		(50,779	)		1972		Apr-07	40 years
Northshore East	Houston,TX		(4,900,544	)		1,681,115		11,545,657					1,681,115		11,545,657			13,226,772		(573,962	)		2001		Apr-07	40 years
Northtown Plaza	Houston,TX		(6,713,074	)		3,596,635		14,519,795			23,822		3,596,635		14,543,617			18,140,252		(893,417	)		1990		Apr-07	40 years
Northwood	Houston,TX					2,041,964		7,944,974					2,041,964		7,944,974			9,986,938		(564,509	)		1972		Apr-07	40 years
Pinemont Shopping Center	Houston,TX					1,716,584		1,567,784			63,538		1,716,584		1,631,322			3,347,906		(284,926	)		1999		Apr-07	40 years
Sharpstown Plaza	Houston,TX					2,392,330		2,802,931					2,392,330		2,802,931			5,195,261		(267,645	)		2005		Apr-07	40 years
Tanglewilde	Houston,TX		(3,222,276	)		5,078,598		3,302,378			13,130		5,078,598		3,315,508			8,394,106		(204,819	)		1998		Apr-07	40 years
Tidwell Place	Houston,TX		(1,342,615	)		779,271		2,564,824					779,271		2,564,824			3,344,095		(205,192	)		1991		Apr-07	40 years
Westheimer Commons	Houston,TX		(7,887,862	)		14,590,509		6,171,493			138,149		14,590,509		6,309,642			20,900,151		(468,336	)		1995		Apr-07	40 years
Northshore West	Houston ,TX					2,214,428		7,190,127					2,214,428		7,190,127			9,404,555		(302,917	)		1997		Nov-07	40 years
Washington Square	Kaufman,TX		(1,376,180	)		618,074		3,027,309			17,950		618,074		3,045,259			3,663,333		(177,890	)		1978		Apr-07	40 years
League City	League City,TX		(1,678,269	)		2,134,439		(1,860,883	)		2,803,341		2,134,439		942,458			3,076,897		(151,756	)		1992		Apr-07	40 years
Jefferson Park	Mount Pleasant,TX		(3,457,233	)		883,434		7,947,379			33,615		883,434		7,980,994			8,864,428		(440,131	)		2001		Apr-07	40 years

F-70

COLUMN A		COLUMN B			COLUMN C					COLUMN D			COLUMN E								COLUMN F			COLUMN G		COLUMN H		COLUMN I
										Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period
					Initial Cost to Company
																												Life on Which Depreciated- Latest Income Statement
							Building & Improvements								Building & Improvements						Accumulated Depreciation			Year Constructed		Date Acquired
Description		Encumbrances			Land					Improvements			Land					Total
Odessa-Winwood Town Center	Odessa,TX		(14,995,427	)		5,947,074		20,172,172			521,386			5,947,074		20,693,558			26,640,632			(978,801	)		2002		Apr-07	40 years
Parkview East	Pasadena,TX		(1,272,128	)		812,903		998,118			16,704			812,903		1,014,822			1,827,725			(55,594	)		2002		Apr-07	40 years
Parkview West	Pasadena,TX		(1,486,946	)		551,278		1,311,503			24,247			551,278		1,335,750			1,887,028			(155,006	)		2005		Apr-07	40 years
Market Plaza	Plano,TX					11,522,017		15,525,310			25,150			11,522,017		15,550,460			27,072,477			(762,450	)		2002		Apr-07	40 years
Klein Square	Spring,TX		(2,550,968	)		1,347,135		5,194,010			33,206			1,347,135		5,227,216			6,574,351			(295,149	)		1999		Apr-07	40 years
Texas City Bay	Texas City,TX		(6,847,336	)		1,567,419		16,019,065			4,404			1,567,419		16,023,469			17,590,888			(815,664	)		2005		Apr-07	40 years
Windvale	The Woodlands,TX					5,151,135		13,344,419			21			5,151,135		13,344,440			18,495,575			(419,254	)		2002		Nov-07	40 years
Jefferson Green	Newport News,VA					4,743,353		3,461,421			14,522			4,743,353		3,475,943			8,219,296			(169,148	)		1988		Apr-07	40 years
VA-KY Regional SC	Norton,VA					1,785,521		(417,471	)		53,056			1,785,521		(364,415	)		1,421,106			(124,072	)		1996		Apr-07	40 years
Lakeside Plaza	Salem,VA					2,320,013		4,763,315			169,547			2,320,013		4,932,862			7,252,875			(285,494	)		1989		Apr-07	40 years
Ridgeview Centre	Wise,VA					1,862,713		7,502,057			(54,775	)		1,862,713		7,447,282			9,309,995			(369,764	)		2005		Apr-07	40 years
Cheyenne Plaza	Cheyenne,WY		(4,431,262	)		4,266,725		1,092,226			58,254			4,266,725		1,150,480			5,417,205			(458,979	)		1995		Apr-07	40 years
Other
Apopka Commons	Apopka,FL					3,492,917		3,134,897			5,771,032			3,492,917		8,905,929			12,398,846			(203,381	)				Apr-07	40 years
Nine Mile Square	Pensacola,FL					2,511,526		(457,433	)		803,559			2,511,526		346,126			2,857,652			(275,548	)				Apr-07	40 years
Denham Springs Plaza	Denham Springs,LA					792,917		2,062,700			51,961			792,917		2,114,661			2,907,578			(110,927	)				Apr-07	40 years
the Shoppes at Cinnaminson	Cinnaminson,NJ					11,000,000		4,891,609						11,000,000		4,891,609			15,891,609			(1,254,815	)		2007		Apr-07	40 years
North Central Avenue	Hartsdale,NY					200,000		0						200,000					200,000								Apr-07	LAND
Akron Land	Akron,OH					850,000		(307,436	)		1,700			850,000		(305,736	)		544,264			(32	)				Apr-07	40 years
Northgate Plaza	Westerville,OH					1,150,000		153,826			1,804,653			1,150,000		1,958,479			3,108,479			(221,063	)				Apr-07	40 years
Various								128,397,389								128,397,389			128,397,389
		$	(408,862,797	)	$	946,993,612	$	1,859,019,876		$	149,667,656		$	946,993,612	$	2,008,687,532		$	2,955,681,144	(1)	$	(117,519,378	)	$	393,281

(1)

The total aggregate cost for federal tax purposes is $3,454,137.

F-71

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

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)

		Company						Predecessor
		Year Ended December 31, 2008			Period Ended December 31, 2007			Period Ended April 4, 2007			Year Ended December 31, 2006
[a] Reconciliation of total real estate carrying value is as follows:
	Balance at beginning of year	$	3,965,020		$	—		$	3,565,754		$	3,393,078
	Acquisitions and improvements		107,958			4,995,882			89,660			291,547
	Impact of FIN 46 consolidation		—			18			119			18,820
	Real estate held for sale		(54,180	)		(695	)		(832	)		(49,413	)
	Impairment of real estate		(250,700	)		(27,294	)		—			—
	Cost of property sold or transferred to joint ventures		(811,206	)		(1,002,889	)		(3,653,941	)		(85,637	)
	Write-off of fully depreciated assets		(1,209	)		(2	)		(760	)		(2,641	)
	Balance at end of year	$	2,955,683		$	3,965,020		$	—		$	3,565,754
	Total cost for federal tax purposes at end of each year	$	3,454,137		$	3,985,915					$	3,192,731
[b] Reconciliation of accumulated depreciation as follows:
	Balance at beginning of year	$	60,590		$	—		$	430,207		$	376,816
	Depreciation expense		76,522			69,887			20,497			75,444
	Impact of FIN 46 consolidation		—			—			190			202
	Property sold or transferred to joint ventures		(17,498	)		(9,297	)		(450,229	)		(16,393	)
	Write-off of fully depreciated assets		(82	)		—			(487	)		(1,877	)
	Real estate held for sale		(2,014	)		—			(178	)		(3,985	)
	Balance at end of year	$	117,518		$	60,590		$	—		$	430,207

F-72

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CENTRO NP LLC     (Registrant)
By:	/s/ MICHAEL CARROLL Michael Carroll Chief Executive Officer
Dated: March 30, 2009

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL CARROLL Michael Carroll	Chief Executive Officer (principal executive officer) of Centro NP LLC and Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A, Inc., Centro New Plan Inc., Centro Super Residual 1 LLC, Centro Super Residual 2 LLC and Centro Super Residual 4 LLC, each a member of Super LLC, the sole and Managing Member of Centro NP LLC	March 30 2009
/s/ JOHN BRADDON John Braddon	Chief Financial Officer and Executive Vice President (principal financial officer) of Centro NP LLC and Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A,  Inc. and Centro New Plan Inc., each a member of Super LLC, the sole and Managing Member of Centro NP LLC	March 30, 2009
/s/ STEVE SPLAIN Steve Splain	Executive Vice President and Chief Accounting Officer (principal accounting officer)	March 30, 2009
/s/ TOM LORENZEN Tom Lorenzen	Director of Centro Watt America REIT 17A, Inc., Centro Watt America REIT 15A, Inc. and Centro New Plan Inc., each a member of Super LLC, the sole and Managing Member of Centro NP LLC	March 30, 2009

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 IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*4.8	Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC) and U.S. Bank Trust National Association, filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*4.9	Successor Supplemental Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC (now known as Centro NP LLC), New Plan Realty Trust, LLC and U.S. Bank Trust National Association, filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*4.10	Indenture, dated as of May 4, 2007, by and among Centro NP LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association, filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*4.11	Supplemental Indenture, dated as of May 4, 2007, by and among Centro NP LLC and U.S. Bank Trust National Association, filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*10.1	Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Banc of America Securities LLC, as Lead Arranger, and Banc of America Securities LLC, as Sole Book Manager, dated as of July 31, 2007, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated August 6, 2007.
*10.2	Guaranty, dated as of July 31, 2007, by and among each of the Subsidiaries listed on Schedule I thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, dated August 6, 2007.
*10.3	First Amendment to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of December 16, 2007, filed as Exhibit 10.1 to Company's Current Report on Form 8-K, dated December 18, 2007.
*10.4	Letter Agreement, by and among Centro NP LLC, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated as of February 14, 2008, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated February 14, 2008.
*10.5	Contribution, Distribution and Assignment Agreement, dated as of March 28, 2008, among Super LLC, Centro NP LLC, Centro NP Residual Holding LLC and certain of the Company's wholly owned subsidiaries, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.6	Distribution, Contribution, Assignment and Assumption Agreement among Centro NP LLC, Super LLC, Centro New Plan Inc., Centro US Management Joint Venture, LP and Centro US Employment Company,  LLC, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.7	Exclusive Global Leasing and Management Agreement (Non-Contracted) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.8	Exclusive Global Subcontract Agreement (Third Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, dated March 30, 2008.

*10.9	Exclusive Global Subcontract Agreement (Related Party) between Centro Super Management Joint Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.10	Letter Agreement, dated as of March 28, 2008, among Super LLC, JPMorgan Chase Bank, N.A., as agent, and certain other parties, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K, dated March 30, 2008.
*10.11	Letter Agreement, dated as of May 7, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 12, 2008.
*10.12	Letter Agreement, dated as of May 30, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 2, 2008.
*10.13	Letter Agreement, dated as of September 26, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 2, 2008.
10.14	Letter Agreement, dated as of December 15, 2008, among Centro NP LLC, Bank of America N.A., as agent, and certain other parties.
10.15	Supplement to Amended and Restated Revolving Credit Agreement, by and among Centro NP LLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of January 15, 2008.
10.16	Contribution, Distribution and Assignment Agreement (the "Agreement"), dated as of January 15, 2009, by and among New Plan Property Holding Company, CA New Plan Asset Partnership IV, L.P., CA New Plan Asset LLC, CA New Plan VI, Excel Realty Trust—ST, LLC, New Plan Maryland Holdings, LLC, New Plan of Michigan, LLC, New Plan of Michigan Member, LLC, NP of Tennessee, L.P., New Plan of Tennessee, LLC, NPTN,  Inc., CA New Plan Texas Assets, L.P., CA New Plan Texas Assets, LLC, CA New Plan IV, HK New Plan Exchange Property Owner I, LLC, HK New Plan Exchange Property Holdings I, LLC, HK New Plan STH Upper Tier II Company, HK New Plan Exchange Property Owner II, LP, HK New Plan Lower Tier OH, LLC, HK New Plan Mid Tier OH, L.P., HK New Plan OH TRS, Inc., HK New Plan ERP Property Holdings, LLC, Excel Realty Partners, L.P., New Plan DRP Trust, New Plan ERP Limited Partner Company, ERP New Britain Limited Partnership, New Plan Realty Trust, LLC, New Plan Pennsylvania Holdings, LLC, Centro NP ERT, LLC, HK New Plan Macon Chapman TRS GP Company, ERT Development Corporation, New Plan Florida Holdings, LLC, HK New Plan STH Lower Tier, LLC, HK New Plan STH Mid Tier II, LLC, Centro NP LLC, Super LLC, Centro NP Residual Holding LLC and Centro NP Residual Holding Sub 1,  LLC.
*10.17	Employment Letter, dated May 11, 2007, from Centro Properties Group to John Braddon, filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.18	Offer of Employment, dated November 23, 2005, from Centro Properties Group to John Braddon, filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.19	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Glenn J. Rufrano, filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
10.20	Employment Agreement, dated March 26, 2008, by and among Centro WCJV LP, Inc. and Glenn J. Rufrano.†

*10.21	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Steven Siegel, filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.22	Employment Agreement, dated July 23, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Carroll, filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
10.23	Employment Agreement, dated December 5, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.†
10.24	First Amendment to Employment Agreement, dated February 25, 2008, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Michael Moss.†
10.25	Employment Agreement, dated July 30, 2007, by and among Centro Watt Management Joint Venture 2 LP, Centro Properties Group and Leonard Brumberg.†
*10.26	Centro Properties Group Executive Option Plan, filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.27	Centro Properties Group Employee Security Plan, filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.28	Form of Centro Properties Group Application for Options, filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
*10.29	Form of Centro Properties Group Offer to Participate in an Issuance of Options, filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K, dated April 15, 2008.†
21	Subsidiaries of the Company.
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Incorporated herein by reference as above indicated.

†

Denotes a management contract or compensatory plan, contract or arrangement.

EX-10.14

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,

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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;

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(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

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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]

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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

EX-10.15

Exhibit 10.15

SUPPLEMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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

W I T N E S S E T H :

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

NOW, THEREFORE, the parties hereto agree as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)Second:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)   With respect to any Unencumbered Property that is owned by Residual or a Subsidiary of Residual, any Net Proceeds in respect of a Casualty affecting such Unencumbered Property shall be promptly paid over to the Super Administrative Agent for application and disbursement by the Super Administrative Agent in accordance with Section 6 of this

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Supplement and this Section 8(d) as if the same were Net Sale Proceeds. With respect to any Unencumbered Property that is owned by the Borrower or a Subsidiary of the Borrower, any Net Proceeds in respect of a Casualty affecting such Unencumbered Property shall be promptly paid over to the Administrative Agent for application and disbursement by the Administrative Agent in accordance with Section 6 of this Supplement and this Section 8(d) as if the same were Net Sale Proceeds.

(iii)  Any Net Proceeds in respect of a Casualty affecting a Property (Combined Pool) shall be promptly paid over to the Administrative Agent for application and disbursement by the Administrative Agent in accordance with Section 6 of this Supplement and this Section 8(d) as if the same were Net Sale Proceeds.

(iv)  With respect to a Property that is a Property (New Money Facility), the Preston Ridge Property or an Encumbered Property (Existing Third Party), any Net Proceeds in respect of a Casualty affecting the same shall be applied (and any Restoration of the same shall be effected) as provided in the loan documents evidencing the loan secured by a first priority lien on such Property (New Money Facility), Preston Ridge Property or Encumbered Property (Existing Third Party). Any excess Net Proceeds (after repayment, in each case, of the Indebtedness secured by a first priority lien on such Property (New Money Facility), Preston Ridge Property or Encumbered Property (Existing Third Party), as applicable, in accordance with the applicable provisions of the loan documents with respect thereto) shall be promptly paid over to the Super Administrative Agent and/or the Administrative Agent, as applicable, for application and disbursement in accordance with Section 6 of this Supplement and this Section 8(d) as if the same were Net Sale Proceeds.

(v)   Notwithstanding anything in this Section 8(d) or elsewhere in this Supplement or any other Loan Document to the contrary, if the Net Proceeds in respect of a Casualty affecting any Unencumbered Property or any Property (Combined Pool) shall be less than 50% of the fair market value of such Unencumbered Property or Property (Combined Pool), as indicated in the appraisal of the same that is in the possession of the Administrative Agent, and provided no Default or Event of Default shall have occurred and be continuing, the Super Subsidiary that owns such Property may, at its election, proceed with a Restoration thereof. In the event that the applicable Super Subsidiary elects to proceed with a Restoration in accordance with the foregoing, it shall (A) promptly commence and diligently prosecute the completion of the Restoration of the applicable Property as nearly as possible to the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by the Administrative Agent (and in

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accordance with reasonable and customary requirements that may be imposed by the Administrative Agent) and (B)  pay all costs of such Restoration whether or not such costs are covered by insurance. Any Net Proceeds remaining following the completion of a Restoration of any Unencumbered Property or any Property (Combined Pool) in accordance with this Section 8(d) shall be applied in accordance with the provisions of Section 6 as if the same were Net Sale Proceeds. In the event that a particular Super Subsidiary does not elect to proceed with a Restoration of an Unencumbered Property or a Property (Combined Pool) in accordance with the foregoing, the Net Proceeds shall be applied in accordance with the provisions of Section 6 as if the same were Net Sale Proceeds.

(vi)  If the Net Proceeds in respect of a Casualty affecting any Unencumbered Property owned by the Borrower or any Subsidiary of the Borrower shall be equal to or greater than 50% of the fair market value of the same, as indicated in the appraisal of the same that is in the possession of the Administrative Agent, the applicable Super Subsidiary shall not proceed with a Restoration of the affected Unencumbered Property without the prior consent of the Required Lenders (which may be granted or withheld in their sole discretion). In the event that the Required Lenders consent to a Restoration of such an Unencumbered Property under the foregoing circumstances, the provisions of Section 8(d)(v) shall be applicable as if the applicable Super Subsidiary had been permitted to, and had elected to, proceed with a Restoration. In the event that the Required Lenders have the right to consent to a Restoration of an Unencumbered Property in accordance with the foregoing and do not grant such consent, the provisions of Section 8(d)(v) shall be applicable as if the applicable Super Subsidiary had elected not to proceed with a Restoration.

(vii) If the Net Proceeds in respect of a Casualty affecting any Property (Combined Pool) shall be equal to or greater than 50% of the fair market value of the same, as indicated in the appraisal of the same that is in the possession of the Administrative Agent, the applicable Property Owner (Combined Pool) shall not proceed with a Restoration of the affected Property (Combined Pool) without the prior consent of the Required Lenders (which may be granted or withheld in their sole discretion). In the event that the Required Lenders consent to a Restoration of a Property (Combined Pool) under the foregoing circumstances, the provisions of Section 8(d)(v) shall be applicable as if the applicable Property Owner (Combined Pool) had been permitted to, and had elected to, proceed with a Restoration. In the event that the Required Lenders have the right to consent to a Restoration of a Property (Combined Pool) in accordance with the foregoing and do not grant such consent, the provisions of Section 8(d)(v) shall be applicable as if the

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applicable Property Owner (Combined Pool) had elected not to proceed with a Restoration.

(viii)        In the event of any inconsistency between the provisions of this Section 8(d) and the provisions of any other Loan Document, the provisions of this Section 8(d) shall govern and control.

(e)       Condemnation; Restoration. (i) The Borrower shall, or shall cause the applicable Property Owner (BofA Revolver) to, promptly give the Administrative Agent notice of the actual or threatened commencement of any proceeding for the Condemnation of any Property (BofA Revolver) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such proceedings. The Borrower shall, or shall cause the applicable Property Owner (BofA Revolver), at its expense, to, diligently prosecute any such proceedings affecting a Property (BofA Revolver) owned by it. Notwithstanding any taking of any Property by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), the Borrower shall continue to pay the Loans, interest thereon, and all other amounts owing under the Loan Documents at the time and in the manner provided for its payment in the Loan Agreement and the other Loan Documents.

(ii)   With respect to any Unencumbered Property that is owned by Residual or a Subsidiary of Residual, any Net Proceeds in respect of a Condemnation affecting such Unencumbered Property shall be promptly paid over to the Super Administrative Agent for application and disbursement by the Super Administrative Agent in accordance with Section 6 of this Supplement and this Section 8(e) as if the same were Net Sale Proceeds. With respect to any Unencumbered Property that is owned by the Borrower or a Subsidiary of the Borrower, any Net Proceeds in respect of a Condemnation affecting such Unencumbered Property shall be promptly paid over to the Administrative Agent for application and disbursement by the Administrative Agent in accordance with Section 6 of this Supplement and this Section 8(e) as if the same were Net Sale Proceeds.

(iii)  Any Net Proceeds in respect of a Condemnation affecting a Property (Combined Pool) shall be promptly paid over to the Administrative Agent for application and disbursement by the Administrative Agent in accordance with Section 6 of this Supplement and this Section 8(e) as if the same were Net Sale Proceeds.

(vi)  With respect to a Property that is a Property (New Money Facility), the Preston Ridge Property or an Encumbered Property (Existing Third Party), any Net Proceeds in respect of a Condemnation affecting the

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same shall be applied (and any Restoration of the same shall be effected) as provided in the loan documents evidencing the loan secured by a first priority lien on such Property (New Money Facility), Preston Ridge Property or Encumbered Property (Existing Third Party). Any excess Net Proceeds (after repayment, in each case, of the Indebtedness secured by a first priority lien on such Property (New Money Facility), Preston Ridge Property or Encumbered Property (Existing Third Party), as applicable, in accordance with the applicable provisions of the loan documents with respect thereto) shall be promptly paid over to the Super Administrative Agent and/or the Administrative Agent, as applicable, for application and disbursement in accordance with Section 6 of this Supplement and this Section 8(e) as if the same were Net Sale Proceeds.

(v)   Notwithstanding anything in this Section 8(e) or elsewhere in this Supplement or any other Loan Document to the contrary, if the Net Proceeds in respect of a Condemnation affecting any Unencumbered Property or any Property (Combined Pool) shall be less than 50% of the fair market value of such Unencumbered Property or Property (Combined Pool), as indicated in the appraisal of the same that is in the possession of the Administrative Agent, and provided no Default or Event of Default shall have occurred and be continuing, the Super Subsidiary that owns such Property may, at its election, proceed with a Restoration thereof. In the event that the applicable Super Subsidiary elects to proceed with a Restoration in accordance with the foregoing, it shall (A) promptly commence and diligently prosecute the completion of the Restoration of the applicable Property as nearly as possible to the condition such Property was in immediately prior to such Condemnation, with such alterations as may be reasonably approved by the Administrative Agent (and in accordance with reasonable and customary requirements that may be imposed by the Administrative Agent) and (B)  pay all costs of such Restoration whether or not such costs are covered by the Award. Any Net Proceeds remaining following the completion of a Restoration of any Unencumbered Property or any Property (Combined Pool) in accordance with this Section 8(e) shall be applied in accordance with the provisions of Section 6 of this Supplement as if the same were Net Sale Proceeds. In the event that a particular Super Subsidiary does not elect to proceed with a Restoration of an Unencumbered Property or a Property (Combined Pool) in accordance with the foregoing, the Net Proceeds shall be applied in accordance with the provisions of Section 6 of this Supplement as if the same were Net Sale Proceeds.

(vi)  If the Net Proceeds in respect of a Condemnation affecting any Unencumbered Property owned by the Borrower or any Subsidiary of the Borrower shall be equal to or greater than 50% of the fair market value of the same, as indicated in the appraisal of the same that is in the

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possession of the Administrative Agent, the applicable Super Subsidiary shall not proceed with a Restoration of the affected Unencumbered Property without the prior consent of the Required Lenders (which may be granted or withheld in their sole discretion). In the event that the Required Lenders consent to a Restoration of such an Unencumbered Property under the foregoing circumstances, the provisions of Section 8(e)(v) shall be applicable as if the applicable Super Subsidiary had been permitted to, and had elected to, proceed with a Restoration. In the event that the Required Lenders have the right to consent to a Restoration of an Unencumbered Property in accordance with the foregoing and do not grant such consent, the provisions of Section 8(e)(v) shall be applicable as if the applicable Super Subsidiary had elected not to proceed with a Restoration.

(vii) If the Net Proceeds in respect of a Condemnation affecting any Property (Combined Pool) shall be equal to or greater than 50% of the fair market value of the same, as indicated in the appraisal of the same that is in the possession of the Administrative Agent, the applicable Property Owner (Combined Pool) shall not proceed with a Restoration of the affected Property (Combined Pool) without the prior consent of the Required Lenders (which may be granted or withheld in their sole discretion). In the event that the Required Lenders consent to a Restoration of a Property (Combined Pool) under the foregoing circumstances, the provisions of Section 8(e)(v) shall be applicable as if the applicable Property Owner (Combined Pool) had been permitted to, and had elected to, proceed with a Restoration. In the event that the Required Lenders have the right to consent to a Restoration of a Property (Combined Pool) in accordance with the foregoing and do not grant such consent, the provisions of Section 8(e)(v) shall be applicable as if the applicable Property Owner (Combined Pool) had elected not to proceed with a Restoration.

(viii)   In the event of any inconsistency between the provisions of this Section 8(e) and the provisions of any other Loan Document, the provisions of this Section 8(e) shall govern and control.

(f)       Further Assurances. The Borrower shall, and shall cause each Subsidiary and each Subsidiary Guarantor to, at Borrower’s sole cost and expense or at the expense of such Subsidiary or Subsidiary Guarantor:

(i)    furnish or otherwise make available to the Administrative Agent and the Lenders, (A) to the extent the same currently exist, all boundary surveys, footing or foundation surveys, plans and specifications, appraisals and title and other insurance reports and agreements with respect to the Properties which are reasonably requested by the Administrative Agent or any Lender and (B) each and every other

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document, certificate, agreement and instrument required to be furnished by the Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by the Administrative Agent or any Lender in connection therewith;

(ii)   execute and deliver to the Administrative Agent or any Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the Mortgages and any other collateral at any time securing or intended to secure the obligations of Borrower or any other Loan Party under the Loan Documents, as the Administrative Agent or any Lender may reasonably require; and

(iii)  do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Supplement and the other Loan Documents, as the Administrative Agent or any Lender shall reasonably require from time to time.

(g)      Title to Properties. The Borrower shall, and shall cause each Subsidiary Guarantor to, warrant and defend the title to each Property (BofA Revolver) owned by it and every part thereof, in each case against the claims of all Persons whomsoever, subject only to Liens permitted hereunder (including Permitted Encumbrances). Borrower shall reimburse the Administrative Agent and the Lenders for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by the Administrative Agent or any Lender if an interest in the collateral, other than as permitted hereunder, is claimed by another Person.

(h)      Mortgage Recording Taxes. If at any time the Administrative Agent reasonably determines that, based on applicable law, the Administrative Agent or the Lenders are not being afforded the maximum amount of security available from any Mortgage as a result of applicable recording, stamp and similar taxes not having been paid with respect to such Mortgage, the Borrower or the applicable Loan Party shall pay any additional taxes promptly following the demand of the Administrative Agent. For the avoidance of doubt, to the extent that the amount secured by any Mortgage is capped in any such Mortgage, neither the Borrower nor any other Loan Party shall be required to pay recording, stamp and similar taxes with respect to any amount in excess of the capped amount in respect of the applicable Property.

SECTION 9. Additional Negative Covenants. The Borrower agrees that, so long as any Loan remains outstanding and unpaid or there exists any Letter of Credit Exposure, or any other amount is owing under any Loan Document to any Lender or the Administrative Agent:

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(a)       Sales of Assets. Except for Permitted Threshold Sales, the Borrower shall not, and shall not permit or suffer any other Super Entity to (or enter into any agreement to), effect any Transfer of any Property (Super) (or of any of the Equity Interests of any Super Entity), whether now owned or hereafter acquired, or any income or profits therefrom, except in connection with the incurrence of Indebtedness in compliance with the Loan Documents and the Super Loan Agreement or otherwise with the prior written consent of the Required Super Lenders.

(b)      Equity Issuances. Other than, in the case of Super, pursuant to the Master Distribution Agreement, the Borrower shall not, and shall not permit or suffer any other Super Entity to, issue any Equity Interests other than to Super or another Super Subsidiary except (i) in connection with a Required Distribution or (ii) with the prior written consent of the Required Lenders.

(c)       Cancellation of Debt. The Borrower shall not, without the prior written consent of the Required Lenders, cancel or otherwise forgive or release (or permit or suffer any other Super Entity to cancel or otherwise forgive or release) any claim or debt owed to the Borrower or such Super Entity by any Person, other than termination of Leases and forgiveness of claims and debt in the ordinary course of business of Borrower (or such other Super Entity).

(d)      Restricted Payments.  Except to the extent necessary to permit any Parent Entity to make Tax Payments (at any time other than after the occurrence and during the continuance of a Default), the Borrower shall not, and shall not permit or suffer any Loan Party or any Subsidiary to (i) make any payment of cash or other property in respect of any Indebtedness or other obligations of any of them (other than payments required to be made with respect to the Existing Indebtedness and payments to be made in accordance with, and as contemplated in, the Approved Budget), (ii) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment (including from proceeds received from a Joint Venture Entity) unless the same is (A) payable to the Borrower, (B) paid by a Subsidiary ratably to its equity holders, (C) expressly permitted pursuant to the provisions of this Supplement (including Section 6), (D) provided for in the Approved Budget or (E) a mandatory redemption of (or regularly scheduled distribution on account of) ERP Preferred Interests or (iii) make any upstream loans to, or pay any management or similar fee to, any Centro Entity, except in each case with the prior consent of the Required Lenders.

(e)       Amendments to Other Bank Facility Documents.  The Borrower shall not, and shall not permit or suffer any other Super Entity to, without the prior written consent of the Required Lenders, enter into any amendment, restatement, supplement or other modification of any of the Other Bank Facility Documents to which the Borrower or such Super Entity is a party if such amendment, restatement, supplement or other modification is adverse to any of

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the Administrative Agent, the Lenders, the Super Entities, any Property (BofA Revolver) or any Mortgage.

(f)       Principal Place of Business. The Borrower shall not, and shall not cause or permit or suffer any Loan Party to, change its name, identity (including its trade name or names), place of organization or formation, principal place of business or corporate, partnership or other structure unless the Borrower shall have first notified the Administrative Agent in writing of such change at least 30 days prior to the effective date of such change, and shall have first taken all action required by the Administrative Agent and the Lenders for the purpose of perfecting or protecting the lien and security interests of the Administrative Agent pursuant to this Supplement and the other Loan Documents and, in the case of a change in the structure of any of the Loan Parties, without first obtaining the prior consent of the Required Lenders.  Upon the Administrative Agent’s request, the Borrower shall execute and deliver, or cause the applicable Loan Party to execute and deliver, additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect the Administrative Agent’s security interest in the Properties (BofA Revolver) owned by it in which a security interest can be so evidenced or perfected as a result of such change of principal place of business or place of organization.  The Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months, and will continue to be, the address of Borrower set forth in Section 11.2 of the Loan Agreement (unless the Borrower notifies Lender in writing at least 30 days prior to the date of such change).  The Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is as set forth on the signature page hereof.  The Borrower shall promptly notify the Administrative Agent of any change in its organizational identification number.

SECTION 10.  Additional Events of Default.  The occurrence of any of the following shall constitute an Event of Default for all purposes of the Loan Documents (it being agreed and understood that these Events of Default are in addition to those set forth in any other Loan Document):

(a)       any representation or warranty of any Subsidiary Guarantor (or of any officer on its behalf) made in any Loan Document to which it is a party or in any certificate, report, opinion (other than an opinion of counsel) or other document delivered or to be delivered pursuant thereto, shall prove to have been incorrect or misleading (whether because of misstatement or omission) in any material respect when made; or

(b)      the failure by the Borrower to observe or perform any covenant or agreement contained in Section 6, Section 8, Section 9, Section 11(r) or Section

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12 (or any Super Entity, whether or not a party hereto and whether or not a Subsidiary of the Borrower, shall take, or fail to take, any action which causes or would cause a breach of any such covenant or agreement of the Borrower); provided that (x) in the case of the covenant contained in Section 8(b)(ii), a breach thereof shall not constitute an Event of Default if such breach is remedied within 5 Business Days after the date of occurrence thereof; and (y) in the case of the covenants contained in Section 8(f) and Section 8(g), a breach thereof shall not constitute an Event of Default if such breach is remedied within 45 days after notice thereof from the Administrative Agent to the Borrower; or

(c)       any Bankruptcy Action shall occur with respect to any Loan Party or any other Super Entity; or

(d)      any Centro Party shall fail to observe or perform any Centro Party Covenant or any other undertaking in Section 21; provided that a breach thereof shall not constitute an Event of Default if such breach is capable of being remedied and is remedied within five Business Days after the date of occurrence thereof; or

(e)       there shall occur a default, beyond all applicable notice, grace and cure periods, under any of the Other Bank Facility Documents or there shall occur or be entered into, without the prior written consent of the Required Lenders (as required by Section 9(e)), an amendment, restatement, supplement or other modification of any Other Bank Facility Document which is adverse to any of the Administrative Agent, the Lenders, the Super Entities, any Property (BofA Revolver) or any Mortgage; or

(f)       the occurrence of an event of default (after delivery of written notice, if required, and the expiration of any applicable grace period), under any existing credit facility or other similar agreement (other than the Other Bank Facility Documents) on an aggregate basis in excess of $10,000,000 to which any of the Super Entities is a party (but only if any obligations thereunder have been accelerated, whether automatically or by written notice, as applicable, following the occurrence of such event of default); or

(g)      any material contract to which any of the Super Entities is a party is terminated as a result of a breach thereof and such termination could reasonably result in the incurrence of liability by the Super Entities on an aggregate basis in excess of $10,000,000; or

(h)      acts of fraud, intentional misrepresentations, criminal or willful misconduct or gross negligence by any of the Super Entities; or

(i)        any Lien purported to be created under any Loan Document shall cease to be, or shall be asserted by the Borrower or any Subsidiary Guarantor not

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to be, a valid and perfected Lien on any collateral referred to therein, with the priority required by the applicable Loan Document, except as a result of a sale or other disposition of the applicable collateral in a transaction permitted under the Loan Documents.

SECTION 11.  Additional Agreements.  (a) The parties hereto hereby agree that each Subsidiary Guarantor (whether or not such Subsidiary Guarantor is a Subsidiary of the Borrower) shall be deemed to be a Subsidiary of the Borrower for all purposes of, and shall be subject to the provisions of (i) Article 7 of the Loan Agreement (other than Section 7.1), (ii) Sections 8.4, 8.5 and 8.6 of the Loan Agreement and (iii) Section 9.1(e) and 9.1(j) of the Loan Agreement.

(b)      The parties hereto hereby agree that all references in the Loan Agreement to the Bridge Loan Agreement shall be deemed to be references to the Super Loan Agreement (as in effect on the Supplement Effective Date).

(c)       The parties hereto hereby agree that the following defined term shall be inserted in Section 1.1 of the Loan Agreement in appropriate alphabetical order:

“Supplement”: the Supplement to Amended and Restated Revolving Credit Agreement dated as of January 15, 2009 entered into in connection with this Agreement.

(d)      The parties hereto agree that Section 2.7(b)(iii) of the Loan Agreement is hereby deleted in its entirety and replaced with “[Intentionally Omitted.]”.

(e)       The parties hereto agree that clause (ii) of Section 3.1(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “the average daily aggregate principal amount of Loans outstanding plus the Letter of Credit Exposure during the quarter for which the Facility Fee is being paid times”.

(f)       The parties hereto agree that the last sentence of Section 4.13 of the Loan Agreement is hereby deleted.

(g)      The parties hereto agree that Section 7.1(a)(i) of the Loan Agreement is hereby amended by deleting the phrase “any “going concern” or like qualification or exception or” as it appears therein.

(h)      There parties hereto agree that clause (b) of Section 7.11 of the Loan Agreement is hereby deleted in its entirety and replaced with “[Intentionally Omitted.]”

(i)        The parties hereto agree that Section 7.12(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “Manage, or

34

cause one or more of its Subsidiaries or Centro US Management Joint Venture 2, LP (or any of its direct or indirect Subsidiaries) at all times to manage, at least 90% of all Properties of the Borrower and its Subsidiaries.”

(j)        The parties hereto hereby agree that the provisions of Section 8.2 of the Loan Agreement are superseded by the provisions of Section 9(a) of this Supplement.

(k)       The parties hereto agree that Section 8.15(c) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Incur or permit any Subsidiary to incur, notwithstanding compliance with any of the other covenants set forth herein, any additional Indebtedness for borrowed money (other than intercompany debt that is subordinated to the obligations hereunder) during the term hereof except to the extent such Indebtedness is either (i) refinancing Indebtedness with respect to Indebtedness existing as of the date hereof and entered into on then-current market terms and conditions or terms and conditions more favorable to the Borrower or such Subsidiary and with respect to which any excess proceeds obtained above the amount required to repay such refinanced Indebtedness are applied in accordance with Section 6 of the Supplement or (ii) constitutes Non-Recourse Indebtedness and, in any case, 100% of the net proceeds of such Indebtedness (after, in the case of subclause (i) above, refinancing of the applicable Indebtedness) are applied in accordance with Section 6 of the Supplement.

(l)        The parties hereto hereby agree that any references to any Event of Default specified in Section 9.1(h) or (i) of the Loan Agreement in the paragraph immediately following Section 9.1(o) of the Loan Agreement shall be deemed to also refer to any Event of Default specified in Section 10(c) of this Supplement.

(m)      There parties hereto agree that Section 9.1(k) of the Loan Agreement is hereby amended by inserting the phrase “or any Subsidiary Guarantor” after the phrase “or the Borrower”.

(n)      The Borrower hereby agrees that, notwithstanding anything to the contrary set forth in the Loan Agreement or any other Loan Document (including, without limitation, Section 11.7(b)(i) or (b)(iii)(A) of the Loan Agreement), no consent of the Borrower or any of its Affiliates shall be required for or in connection with any assignment by any Lender of all or any portion of its rights or obligations under the Loan Agreement.

(o)      The Administrative Agent and the Lenders hereby acknowledge the disclosure contained in clause (i) of the first sentence of Section 3.03(b) of the Super Loan Agreement (as in effect on the date hereof) (the “Specified

35

Disclosure”). The Administrative Agent and the Lenders hereby: (i) agree that each applicable representation and warranty contained in any Loan Document shall be deemed to have been qualified to the extent (and only to the extent) necessary to reflect the Specified Disclosure (to the extent that the circumstances specified in the Specified Disclosure exist) and (ii) waive any Default or Event of Default that may arise solely as a result of the occurrence of any event specified in the Specified Disclosure (to the extent that the circumstances specified in the Specified Disclosure exist).

(p)      Each of the Lenders hereby agrees that, notwithstanding anything to the contrary set forth in the Loan Documents (i) no Subsidiary of the Borrower shall be required to execute and deliver a Guaranty or to become a Subsidiary Guarantor after the date hereof; provided that (x) this provision shall not apply to or be in any way effective with respect to any parties that are, as of the date hereof, Subsidiary Guarantors or to the Guaranties executed by them; and (y) this provision shall cease to be effective to the extent that the issuance or execution of any such Guaranties does not violate the terms and conditions of any of the Borrower’s other material indebtedness; (ii) each reference to the term “Unencumbered Assets” in the definitions of “Unencumbered Total Asset Value” and “Unencumbered Real Property Assets” in the Loan Agreement shall be deemed to include all of the real property of the Borrower and the Subsidiary Guarantors which is encumbered by a mortgage, deed of trust and/or deed to secure debt in favor of the Administrative Agent for the Lenders, and (iii) the principal amount of the Loans shall be treated as Debt of the Borrower that is not Secured Debt for purposes of Section 8.16 of the Loan Agreement.

(q)      From and after the date hereof, in addition to and without limiting any obligations of the Borrower under any Loan Document, the Borrower hereby agrees to pay promptly all reasonable out-of-pocket fees and expenses of the Administrative Agent and the Lenders incurred in connection with the matters relating to this Supplement and the other Loan Documents on an ongoing basis, including, without limitation, in respect of any financial advisor to the Administrative Agent and the Lenders’ respective legal counsel (which fees and expenses shall not be and shall not be deemed to be subject to any maximum amount on account of anything set forth in the Approved Budget, any retainer agreement or any other document contemplated under this Supplement), in each case within seven Business Days of presentment of any summary invoice (it being understood and agreed that the presentment of such summary invoice shall not constitute a waiver of the attorney-client privilege or any other applicable privilege) by (A) the financial advisor to the Administrative Agent or (B) any Lender or its respective legal counsel; provided however that the Borrower shall only be required to reimburse fees and expenses of one financial advisor providing advice in respect of this Supplement and the other Loan Documents and all matters relating hereto and thereto).

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(r)       The Borrower hereby agrees to use its commercially reasonable efforts to obtain, promptly after the Supplement Effective Date, the approval of the subdivision of the Real Property (as defined in the Surrey Square Mortgage) as will allow the Surrey Square Mortgage to be duly recorded in the appropriate real estate records.  If the Borrower, despite using its commercially reasonable efforts, has not obtained, on or prior to the date which is 45 days after the Supplement Effective Date, such approval, the Borrower, at its sole cost and expense, shall cause Fidelity National Title Insurance Company (the “Title Company”) to issue, within five Business Days (the “Outside Delivery Date”), a lender’s title insurance policy insuring the lien of the Administrative Agent, for the benefit of the Lenders, in the Real Property, in the amount of $21,000,000, in form substantially similar to that approved by the Administrative Agent on the Supplement Effective Date, as evidenced by a “marked-up” title commitment delivered to the Title Company on the Supplement Effective Date (for the avoidance of doubt, taking no exception for the lack of an approved legal description).  If the Borrower fails to so cause such lender’s title insurance policy to be issued by the Outside Delivery Date, such failure shall constitute an Event of Default, unless the Borrower shall, within 20 days following the Outside Delivery Date execute and deliver to the Administrative Agent one or more mortgages or deeds of trust (and separate assignments of leases and rents, if requested by the Administrative Agent) with respect to a replacement real property or properties acceptable to the Administrative Agent in its sole discretion for which the Borrower has provided to the Administrative Agent, no later than the Outside Delivery Date, an appraisal, title report, survey and any other due diligence materials reasonably requested by Administrative Agent, of quality at least equal to such materials provided for the Surrey Square Property prior to the Supplement Effective Date.  If one or more mortgages or deeds of trust are executed and delivered for such replacement property or properties in accordance with this Section 11(r), all references in this Supplement to the “Surrey Square Property” and the “Surrey Square Mortgage” shall be to such replacement property or properties and mortgages or deeds of trust, respectively, and the defined term “Assignment of Leases” shall be deemed to include any assignments of leases and rents entered into in connection therewith.

(s)       The Administrative Agent shall, upon the written request and at the sole cost and expense (including reasonable attorneys’ fees and disbursements) of the Borrower, following the payment in full of all principal and interest due on the Loans and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of this Supplement and the other Loan Documents (including cash collateralization of any outstanding Letters of Credit (up to an aggregate amount equal to 105% of the aggregate undrawn face amount of all such Letters of Credit) pursuant to documentation reasonably acceptable to the Borrower and the Issuing Lender) and the termination of the Commitments, release the Lien of the Mortgages.

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SECTION 12.  Interest Rate Cap. (A)  By no later than 5 p.m. (EST) on the day that is five Business Days following the Supplement Effective Date, the Borrower shall purchase an interest rate cap from (and enter into an Interest Rate Cap Agreement with) Bank of America (in such capacity, the “Counterparty”) with a LIBOR strike price equal to 2.6%. Such interest rate cap shall be for a period equal to the remaining term of the Loan Agreement (after giving effect to this Supplement) and shall have a notional amount equal to the outstanding principal amount of the Loans (on the Supplement Effective Date).

(b)      The Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement.

(c)       The Interest Rate Cap Agreement shall direct the Counterparty to deposit directly with the Administrative Agent (into such account as shall be specified by the Lender) all amounts due to the Borrower under the Interest Rate Cap Agreement so long as any Loan or Commitment remains outstanding, and shall be subject to the Collateral Assignment of Interest Rate Cap Agreement.

(d)      Subject to terms hereof, provided no Event of Default has occurred and is continuing, the Borrower shall be entitled to exercise all rights, powers and privileges of the Borrower under, and to control the prosecution of all claims with respect to, the Interest Rate Cap Agreement (subject to the Administrative Agent’s prior approval of any such prosecutions, which approval shall not be unreasonably withheld or delayed).

SECTION 13.  Release of Centro Party Guaranty; APT Guaranty.  In consideration for the receipt of the Additional Collateral (as defined in the Super Loan Agreement), and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent and each Lender hereby agrees and acknowledges that, effective as of the Supplement Effective Date, each of the Centro Party Guaranty and the APT Guaranty is, and all obligations of the Centro Parties and APT (as applicable) thereunder are, terminated, null and void and of no further force and effect.

SECTION 14.  Representations of Borrower.  The Borrower represents and warrants that (i) the representations and warranties of the Borrower and the Subsidiary Guarantors set forth in the Loan Documents (as supplemented by this Supplement) will be true and correct in all material respects on and as of the Supplement Effective Date (for purposes hereof, each reference to a “Subsidiary” in Article 4 of the Loan Agreement shall be deemed to be a reference to each Subsidiary of the Borrower and to each other Subsidiary Guarantor) (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date) and (ii) no Event of Default or Default will have occurred and be continuing on such date.

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SECTION 15.   Release.  In consideration of the time and effort expended and to be expended by each of the Lenders in connection with the matters described in this Supplement, the grant of the relief provided for hereunder and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Loan Parties, each of the Loan Parties hereby irrevocably and unconditionally releases and forever discharges each of the Released Parties from any and all Claims that such Loan Party ever had, now have, or shall or may have, solely to the extent such Claims arise in connection with or concern any discussions, meetings or information exchange contemplated under any Extension Agreement, this Supplement or the other Loan Documents prior to the Supplement Effective Date.  The provisions set forth in this Section shall survive any termination or expiration of this Supplement and the Loan Documents. For purposes of this Section, (i) “Released Parties” means the Administrative Agent, each Lender, each Lender’s Affiliates, and the respective officers, directors, employees, agents and advisors of the Administrative Agent, each Lender and each Lender’s Affiliates and (ii) “Claims” means, with respect to any Loan Party, all claims, actions, causes of action, rights, debts, obligations, damages, liabilities, losses, liens, fees, costs, expenses, assertions of lost revenues or business opportunities, controversies, promises and demands, in law or at equity, known or unknown, ascertained or not ascertained, suspected or unsuspected, that such Loan Party ever had, now has or may have.

SECTION 16.  Indemnification.  This Supplement and the transactions contemplated hereunder shall constitute part of the Loan Agreement for purposes of indemnification and the indemnification provisions provided therein shall extend to this Supplement and the transactions contemplated hereunder. The provisions of this Section shall not limit the indemnification rights of any party under the Loan Agreement.

SECTION 17.  Reaffirmation.  (a) Each Subsidiary Guarantor hereby unconditionally reaffirms and ratifies its continuing guaranty obligations to the Lenders under the applicable Guaranty and agrees that the transactions contemplated by this Supplement shall not in any way affect the validity and enforceability of such guaranty obligations, such Guaranty or the other Loan Documents or reduce, impair or discharge its obligations thereunder.

(b)      The Borrower and each of the Subsidiary Guarantors hereby acknowledges and agrees that the Liens created and provided for by the Mortgages and any other Loan Documents continue to secure, among other things, the Loans and any other obligations owing by the Borrower or a Subsidiary Guarantor under the Loan Documents; and the Mortgages and the other Loan Documents and the rights and remedies of the Lenders thereunder, the obligations of the Borrower and each Subsidiary Guarantor thereunder, and the Liens created and provided for thereunder in each case remain in full force and effect and shall not be affected, impaired or discharged hereby.

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(c)       Each Subsidiary Guarantor hereby agrees that all references in the applicable Guaranty to the “Credit Agreement” shall mean the Loan Agreement as supplemented by this Supplement, as the same may be further amended, restated, supplemented and/or otherwise modified from time to time.

(d)      Each Subsidiary Guarantor represents and warrants as of the Supplement Effective Date that the representations, warranties, covenants and agreements made by such Subsidiary Guarantor in the applicable Guaranty are true, complete and accurate in all material respects as of the Supplement Effective Date and each Subsidiary Guarantor hereby restates and remakes as of the Supplement Effective Date for the benefit of Lenders each and every representation, warranty, covenant and agreement contained therein.

(e)       Except as expressly supplemented or amended hereby, the Loan Agreement shall remain unmodified and in full force and effect.  In the event of a conflict between the terms of the Loan Agreement and the terms of this Supplement, the terms of this Supplement shall control.

SECTION 18.  Governing Law.  This Supplement shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 19.  Counterparts.  This Supplement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 20.  Borrower Signatory.  The Administrative Agent and the Lenders hereby acknowledge and agree that each person executing a Loan Document on behalf of the Borrower or its Affiliate (each a “Borrower Signatory”) is doing so strictly in his/her corporate capacity as a duly authorized officer of such entity and not in an individual capacity.  The Administrative Agent and the Lenders hereby release and forever discharge each Borrower Signatory from any and all actions, causes of action, claims, demands and liabilities of every kind, character and description, which it may now or hereafter have or wish to assert against any Borrower Signatory and arising under or in connection with, or related to, the negotiation of the Loan Documents and/or the terms and provisions thereof, other than any such actions, causes of action, claims, demands or liabilities arising by virtue of any act or omission constituting fraud on the part of a Borrower Signatory. As a matter of clarification, nothing in this Section shall serve to waive or limit any rights that the Administrative Agent and/or any Lender has or may have against the Borrower or any of the other Loan Parties whether pursuant to the Loan Documents or otherwise.

SECTION 21.  Centro Party Covenants.  The Centro Parties are executing this Supplement for the sole purpose of acknowledging their agreement with the following covenants:

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(a)       So long as any Loan remains outstanding and unpaid or there exists any Letter of Credit Exposure, or any other amount is owing under any Loan Document to any Lender or the Administrative Agent, the Centro Parties covenant and agree with the Lenders that they shall comply with the covenants and agreements set forth in Sections 9.09, 9.10 and 9.24 of the Super Loan Agreement (other than Section 9.24(h) of the Super Loan Agreement) as in effect on the date hereof (which covenants and agreements are incorporated, mutatis mutandis, herein as if fully set forth herein) (the “Centro Party Covenants”). For the avoidance of doubt, each Centro Party agrees that the Centro Party Covenants shall apply whether or not the Super Loan has been repaid in full.

(b)      Neither Centro Party shall cause or permit, with respect to any Super Entity, the remittance by any such Super Entity to any Affiliate of any Centro Party, the Borrower or any other Super Entity, of any payment on account of any management fees, commissions, or any other similar payment(s), including those expressly subordinated pursuant to the terms and provisions of any such contract(s), with respect to any Properties (BofA Revolver), it being understood, however, that there shall be no restriction on reimbursement of Centro Super Management Joint Venture 2, LLC for out-of-pocket costs and expenses, including salaries of its employees, incurred by it consistent with historical practices and in accordance with the Approved Budget.  Neither Centro Party shall cause or permit, with respect to any Super Entity, the entry by such Super Entity into a management or similar agreement, with respect to any Properties (BofA Revolver), with any Affiliate of any Centro Party, the Borrower or any other Super Entity, unless all management fees, commissions and any other similar payment(s) are expressly subordinated to the Loans pursuant to the terms and provisions of any such contract(s) which shall be substantially similar to the terms of subordination set forth in the management agreements for the Properties (BofA Revolver) as of the Supplement Effective Date.

SECTION 22.  Reservation Of Rights.  Notwithstanding anything to the contrary in this Supplement or any other Loan Document, in no event shall any consent, waiver or approval by the Administrative Agent and the Lenders to the Transactions or the transactions contemplated in the Transaction Documents (Australia) be deemed to be a consent under, or waiver of, any rights, covenants, restrictions or limitations in any loan document evidencing any loan with respect to which any Lender is a lender (including, without limitation, any and all provisions of any such other loan documents relating to pledges, encumbrances, transfers or other dispositions of direct or indirect ownership interests in a Super Entity, a Centro Entity or any other party thereto or subject thereto), all of which rights, covenants, restrictions or limitations remain in full force and effect.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed as of the date first above written.

BORROWER:	CENTRO NP LLC, a Maryland limited liability company
	By:	/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
GUARANTORS:	NEW PLAN REALTY TRUST, LLC a Delaware limited liability company
	By:	/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
	EXCEL REALTY TRUST - ST, LLC, a Delaware limited liability company
	By:	/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
	NEW PLAN FLORIDA HOLDINGS, LLC, a Delaware limited liability company
	By:	/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President

CA NEW PLAN ASSET PARTNERSHIP IV, L.P., a Delaware limited partnership
By:	CA New Plan Asset, LLC, a Delaware limited liability company, its sole general partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
EXCEL REALTY TRUST-NC, a North Carolina general partnership
By:	NC Properties #1 LLC, a Delaware limited liability company, its managing partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
NP OF TENNESSEE, L.P., a Delaware limited partnership
By:	New Plan of Tennessee, LLC, a Delaware limited liability
company, its sole general partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President

POINTE ORLANDO DEVELOPMENT COMPANY, a California general partnership
By:	Centro NP ERT LLC, a Delaware limited liability
company, partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
By:	ERT Pointe Orlando, Inc., a New York Corporation,
partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
CA NEW PLAN TEXAS ASSETS, L.P., a Delaware limited partnership
By:	CA New Plan Texas Assets, LLC, a Delaware limited
liability company, its sole general partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President

HK NEW PLAN EXCHANGE PROPERTY OWNER I, LLC, a Delaware limited liability company
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
HK NEW PLAN EXCHANGE PROPERTY OWNER II, L.P., a Delaware limited partnership
By:	HK New Plan Lower Tier OH, LLC, a Delaware limited
liability company, its general partner
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President

NEW PLAN PROPERTY HOLDING COMPANY, a Maryland real estate investment trust
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
NEW PLAN OF MICHIGAN, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
CENTRO NP HOLDINGS 3 SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
CENTRO NP HOLDINGS 4 SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President

CENTRO NP HOLDINGS 5B SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
CENTRO NP HOLDINGS 6 SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
CENTRO NP HOLDINGS 7 SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President
CENTRO NP HOLDINGS 8 SPE, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:  Steven Siegel
	Title:  Executive Vice President

CENTRO NP HOLDINGS 9 SPE, LLC, a Delaware limited liability company
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
CENTRO NP BROADWAY FAIRE, L.P., a Delaware limited partnership
By: Centro NP Broadway Faire MGR, LLC, a Delaware limited liability company
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President
CENTRO NP METRO 580 SC, L.P., a Delaware limited partnership
By:	Centro NP Metro 580 SC MGR, LLC., a Delaware limited
liability company
By:		/s/ Steven Siegel
		Name:  Steven Siegel
		Title:  Executive Vice President

CENTRO NP ROSE PAVILION, L.P., a Delaware limited partnership
By:      Centro NP Rose Pavilion MGR, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
CENTRO NP HANOVER SQUARE SC, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
NEW PLAN ACQUISITION COMPANY, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President

HK NEW PLAN SKYWAY PLAZA, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
NEW PLAN EISENHOWER SQUARE SC, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
NEW PLAN EASTLAKE SC, LLC, a Delaware limited liability company
By:      Centro NP Residual Holding LLC, a Delaware limited liability company, its sole member
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President

NEW PLAN NEW CHASTAIN CORNERS SC, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
HK NEW PLAN EXCHANGE PROPERTY OWNER IV, LLC, a Delaware limited liability company
By:      Centro NP Residual Holding LLC, a Delaware limited liability company, its sole member
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President

HK NEW PLAN MACON CHAPMAN, LP, a Delaware limited partnership
By:  Centro NP Residual Macon Chapman GP, LLC, a Delaware limited liability company, its general partner
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President
BPR SHOPPING CENTER, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name: Steven Siegel
	Title: Executive Vice President

CENTRO PARTIES:	CENTRO PROPERTIES LIMITED
FOR PURPOSES OF ACKNOWLEDGING THEIR
AGREEMENTS WITH SECTION 21 OF THIS	By:	/s/ Paul Cooper
SUPPLEMENT:		Name: Paul Cooper
		Title: Director
	By:	/s/ Elizabeth Hourigan
		Name: Elizabeth Hourigan
		Title: Company Secretary
	CPT MANAGER LIMITED, as Responsible Entity of the Centro Property Trust
	By:	/s/ Paul Cooper
		Name: Paul Cooper
		Title: Director
	By:	/s/ Elizabeth Hourigan
		Name: Elizabeth Hourigan
		Title: Company Secretary

FOR PURPOSES OF ACKNOWLEDGING ITS AGREEMENT WITH SECTIONS 6 AND 7 OF THIS SUPPLEMENT:	SUPER LLC, a Maryland limited liability company
	By:	/s/ Steven Siegel
		Name: Steven Siegel
		Title: Executive Vice President

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Michael W. Edwards
		Name: Michael W. Edwards
		Title: Senior Vice President

LENDER:	BANK OF AMERICA, N.A., as Lender
	By:	/s/ Michael W. Edwards
		Name: Michael W. Edwards
		Title: Senior Vice President

EX-10.16

Exhibit 10.16

CONTRIBUTION, DISTRIBUTION AND ASSIGNMENT AGREEMENT

This Contribution, Distribution and Assignment Agreement (the “Agreement”), effective as of January 15, 2009, is entered into by and among New Plan Property Holding Company, a Maryland real estate investment trust (“Property Holding Company”), CA New Plan Asset Partnership IV, L.P., a Delaware limited partnership (“Asset Partnership IV”), CA New Plan Asset LLC, a Delaware limited liability company (“NP Asset LLC”), CA New Plan VI, a Maryland real estate investment trust (“CA New Plan VI”), Excel Realty Trust — ST, LLC, a Delaware limited liability company (“Excel Realty Trust — ST”), New Plan Maryland Holdings, LLC, a Delaware limited liability company (“Maryland Holdings”), New Plan of Michigan, LLC, a Delaware limited liability company (“Michigan LLC”), New Plan of Michigan Member, LLC, a Delaware limited liability company (“Michigan Member LLC”), NP of Tennessee, L.P., a Delaware limited partnership (“Tennessee LP”), New Plan of Tennessee, LLC, a Delaware limited liability company (“New Plan of Tennessee”), NPTN, Inc., a Delaware corporation (“NPTN”), CA New Plan Texas Assets, L.P., a Delaware limited partnership (“Texas Assets L.P.”), CA New Plan Texas Assets, LLC, a Delaware limited liability company (“Texas Assets LLC”), CA New Plan IV, a Maryland real estate investment trust (“CA New Plan IV”),  HK New Plan Exchange Property Owner I, LLC, a Delaware limited liability company (“Property Owner I”), HK New Plan Exchange Property Holdings I, LLC, a Delaware limited liability company (“Property Holdings I”), HK New Plan STH Upper Tier II Company, a Maryland real estate investment trust (“HK NP STH Upper Tier II”), HK New Plan Exchange Property Owner II, LP, a Delaware limited partnership (“Property Owner II”), HK New Plan Lower Tier OH, LLC, a Delaware limited liability company (“HK NP Lower Tier OH”), HK New Plan Mid Tier OH, L.P., a Delaware limited partnership (“HK NP Mid Tier OH”), HK New Plan OH TRS, Inc., a Delaware corporation (“HK NP OH TRS”), HK New Plan ERP Property Holdings, LLC, a Delaware limited liability company (“ERP Property Holdings”), Excel Realty Partners, L.P., a Delaware limited partnership (“Excel Realty Partners”), New Plan DRP Trust, a Maryland real estate investment trust (“NP DRP Trust”), New Plan ERP Limited Partner Company, a Maryland real estate investment trust (“NP ERP LP”), ERP New Britain Limited Partnership, a Delaware limited partnership (“New Britain LP”), New Plan Realty Trust, LLC, a Delaware limited liability company (“NP Realty Trust”), New Plan Pennsylvania Holdings, LLC, a Delaware limited liability company (“NP Pennsylvania”), Centro NP ERT, LLC, a Delaware limited liability company (“Centro NP ERT”),  HK New Plan Macon Chapman TRS GP Company, a Delaware corporation (“Macon Chapman TRS”), ERT Development Corporation, a Delaware corporation (“ERT”), New Plan Florida Holdings, LLC, a Delaware limited liability company (“Florida Holdings”),  HK New Plan STH Lower Tier, LLC, a Delaware limited liability company (“HK NP STH Lower Tier”), HK New Plan STH Mid Tier II, LLC, a Delaware limited liability company (“HK NP STH Mid Tier II” and, collectively with Property Holding Company, Asset Partnership IV, NP Asset LLC, CA New Plan VI, Excel Realty Trust — ST, Maryland Holdings, Michigan LLC, Michigan Member LLC, Tennessee LP, New Plan of Tennessee, NPTN, Texas Assets L.P., Texas Assets LLC, CA New Plan IV, Property Owner I, Property Holdings I, HK NP STH Upper Tier II, Property Owner II, HK NP Lower Tier OH, HK NP Mid Tier OH, HK NP OH TRS, ERP Property Holdings, Excel Realty Partners, NP DRP Trust, NP ERP LP, New Britain LP, NP Realty Trust, NP Pennsylvania, Centro NP ERT, Macon Chapman TRS, ERT, Florida Holdings and HK NP STH Mid Tier II, the “Current Owners”), Centro NP LLC, a Maryland limited liability company (“Centro NP LLC”), Super LLC, a Maryland limited liability company (“Super LLC”), Centro NP Residual Holding LLC, a Delaware limited liability

company (“NP Residual Holding”), and Centro NP Residual Holding Sub 1, LLC, a Delaware limited liability company (“NP Residual Holding Sub 1” and together with the Current Owners, Centro NP LLC, Super LLC and NP Residual Holding, each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Current Owners own, directly or indirectly, as applicable, the limited liability company interests and limited partner interests (collectively, the “Current Owner Entity Interests”) in the limited liability companies and limited partnerships listed on Schedule 1-A attached hereto and made a part hereof (collectively, the “Current Owner Entities”), all as more particularly depicted on Schedule 2 attached hereto and made a part hereof;

WHEREAS, the Current Owners desire to distribute, assign, transfer and convey all of the Current Owner Entity Interests to Centro NP LLC (the “Initial Distribution”), which shall thereupon be admitted as a member or limited partner of each of the Current Owner Entities, and immediately following the admission of Centro NP LLC as a substitute member or limited partner of each of the Current Owner Entities, the Current Owners desire to cease to be members or limited partners, as applicable, of the Current Owner Entities;

WHEREAS, following the Initial Distribution, Centro NP LLC will directly own the limited liability company interests and limited partner interests (collectively, the “Entity Interests”) in the limited liability companies and limited partnerships listed on Schedule 1-B attached hereto and made a part hereof (collectively, the “Entities”);

WHEREAS, Centro NP LLC desires to distribute, assign, transfer and convey fifty one percent (51%) of the Entity Interests (the “Super LLC Interests”) to Super LLC (the “Centro NP LLC - Super LLC Distribution”), which shall thereupon be admitted as a member or limited partner, as applicable, of each of the Entities;

WHEREAS, Super LLC desires to contribute, assign, transfer and convey the Super LLC Interests to NP Residual Holding (the “Super LLC Contribution”), which shall thereupon be admitted as a member or limited partner, as applicable, of each of the Entities, and immediately following the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities, Super LLC desires to cease to be a member or limited partner, as applicable, of each of the Entities;

WHEREAS, Centro NP LLC desires to contribute, assign, transfer and convey forty nine percent (49%) of the Entity Interests directly to NP Residual Holding (the “Centro NP LLC Contribution”), and immediately following the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities, Centro NP LLC desires to cease to be a member or limited partner, as applicable, of each of the Entities; and

WHEREAS, NP Residual Holding desires to contribute, assign, transfer and convey one hundred percent (100%) of the Entity Interests directly to NP Residual Holding Sub 1 (the “NP Residual Holding Contribution”), and immediately following the admission of NP Residual Holding Sub 1 as a substitute member or limited partner, as applicable, of each of the

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Entities, NP Residual Holding desires to cease to be a member or limited partner, as applicable, of each of the Entities.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1.  Contributions and Distributions.

1.1  Initial Distribution.

(a)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Current Owner Entity to the contrary, the Current Owners hereby make the Initial Distribution, representing a distribution of all of the Current Owner Entity Interests to Centro NP LLC.

(b)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Current Owner Entity to the contrary, contemporaneously with the Initial Distribution described in Section 1.1(a) above, Centro NP LLC is hereby admitted to each of the Current Owners Entities as an additional member or limited partner, as applicable, of each of the Current Owner Entities.

(c)The Parties agree that the Initial Distribution and the admission of Centro NP LLC as an additional member or limited partner, as applicable, of each of the Current Owner Entities shall not dissolve the Current Owner Entities.

1.2  Centro NP LLC - Super LLC Distribution.  Effective immediately following consummation of the Initial Distribution:

(a)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, Centro NP LLC hereby makes the Cento NP LLC - Super LLC Distribution, representing a contribution of fifty-one percent (51%) of the Entity Interests to Super LLC.

(b)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, contemporaneously with the Cento NP LLC - Super LLC Distribution described in Section 1.2(a) above, Super LLC is hereby admitted to each of the Entities as an additional member or limited partner, as applicable, of each of the Entities.

(c)The Parties agree that the Cento NP LLC - Super LLC Distribution and the admission of Super LLC as an additional member or limited partner, as applicable, of each of the Entities shall not dissolve the Entities.

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1.3  Super LLC Contribution.  Effective immediately following consummation of the Centro NP LLC — Super LLC Distribution:

(a)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, Super LLC hereby makes the Super LLC Contribution, representing a contribution of all of the Entity Interests owned by it (i.e., fifty-one percent (51%) of the Entity Interests) to NP Residual Holding.

(b)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, contemporaneously with the Super LLC Contribution described in Section 1.3(a) above, NP Residual Holding is hereby admitted to each of the Entities as a substitute member or limited partner, as applicable, of each of the Entities.

(c)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, immediately following the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities, Super LLC shall and does hereby cease to be a member or limited partner, as applicable, of each of the Entities and shall thereupon cease to have or exercise any right or power as a member or limited partner, as applicable, of each of the Entities.

(d)The Parties agree that the Super LLC Contribution, the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities and Super LLC’s ceasing to be a member or limited partner, as applicable, of each of the Entities shall not dissolve the Entities.

1.4  Centro NP LLC Contribution.  Effective immediately following consummation of the Super LLC Contribution:

(a)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, Centro NP LLC hereby makes the Centro NP LLC Contribution, representing a contribution of all of the Entity Interests owned by it (i.e., forty-nine percent (49%) of the Entity Interests) to NP Residual Holding.

(b)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, contemporaneously with the Centro NP LLC Contribution described in Section 1.4(a) above, NP Residual Holding is hereby admitted to each of the Entities as a substitute member or limited partner, as applicable, of each of the Entities.

(c)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, immediately following the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities, Centro NP LLC shall and does hereby cease to be a member or limited partner, as applicable, of each of the

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Entities, and shall thereupon cease to have or exercise any right or power as a member or limited partner, as applicable, of each of the Entities.

(d)The Parties agree that the Centro NP LLC Contribution, the admission of NP Residual Holding as a substitute member or limited partner, as applicable, of each of the Entities and Centro NP LLC’s ceasing to be a member or limited partner, as applicable, of each of the Entities shall not dissolve the Entities.

1.5  NP Residual Holding Contribution.  Effective immediately following consummation of the Centro NP LLC Contribution:

(a)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, NP Residual Holding hereby makes the NP Residual Holding Contribution, representing a contribution of all of the Entity Interests owned by it (i.e., one hundred percent (100%) of the Entity Interests) to NP Residual Holding Sub 1.

(b)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, contemporaneously with the NP Residual Holding Contribution described in Section 1.5(a) above, NP Residual Holding Sub 1 is hereby admitted to each of the Entities as a substitute member or limited partner, as applicable, of each of the Entities.

(c)Notwithstanding any provision in the limited liability company agreement or agreement of limited partnership, as applicable, of any Entity to the contrary, immediately following the admission of NP Residual Holding Sub 1 as a substitute member or limited partner, as applicable, of each of the Entities, NP Residual Holding shall and does hereby cease to be a member or limited partner, as applicable, of each of the Entities, and shall thereupon cease to have or exercise any right or power as a member or limited partner, as applicable, of each of the Entities.

(d)The Parties agree that the NP Residual Holding Contribution, the admission of NP Residual Holding Sub 1 as a substitute member or limited partner, as applicable, of each of the Entities and NP Residual Holding’s ceasing to be a member or limited partner, as applicable, of each of the Entities shall not dissolve the Entities.

2.  Representations and Warranties of the Parties.  Each Party, individually, hereby represents and warrants to each of the other Parties as follows:

2.1  Power and Authority:  The execution, delivery and performance by the Party of this Agreement and the consummation by the Party of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Party.  This Agreement has been duly and validly executed and delivered by the Party and constitutes the valid and binding obligation of the Party, enforceable against the Party in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (ii) is subject to general principles of equity.

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2.2  No Conflicts:  The execution, delivery and performance of this Agreement by the Party and the consummation by the Party of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which the Party is subject, (ii) violate any order, judgment or decree applicable to the Party or (iii) conflict with, or result in a breach or default under, any term or condition of the organizational documents of the Party or any material agreement or other instrument to which the Party is a party or by which it may be bound; except for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

2.3  Consents:  No consent, approval or authorization of, exemption by, or filing with, any governmental or regulatory authority is required in connection with the execution, delivery and performance by the Party of this Agreement or the consummation by the Party of the transactions contemplated hereby.

3.  Fees and Expenses:  The Parties agree to pay all of the fees and expenses incurred by the Parties hereto in connection with this Agreement, including, but not limited to the fees, expenses and disbursements of such Parties, counsel and other advisors.

4.  Notices:  All notices, consents, waivers or other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid or otherwise delivered by hand, messenger, internationally recognized courier or facsimile transmission, addressed:

If sent to any of the Current Owners, to:

c/o Centro NP LLC
420 Lexington Avenue, 7th Floor

New York, NY 10170

Attention:	Steven Siegel
Facsimile:	(212) 869-9585

If sent to Centro NP LLC, to:

Centro NP LLC
420 Lexington Avenue, 7th Floor

New York, NY 10170

Attention:	Steven Siegel
Facsimile:	(212) 869-9585

If sent to Super LLC, to:

Super LLC
420 Lexington Avenue, 7th Floor

New York, NY 10170

Attention:	Steven Siegel
Facsimile:	(212) 869-9585

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If sent to NP Residual Holding, to:

Centro NP Residual Holding LLC
420 Lexington Avenue, 7th Floor

New York, NY 10170

Attention:	Steven Siegel
Facsimile:	(212) 869-9585

If sent to NP Residual Holding Sub 1, to:

Centro NP Residual Holding Sub 1, LLC
420 Lexington Avenue, 7th Floor

New York, NY 10170

Attention:	Steven Siegel
Facsimile:	(212) 869-9585

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or as having been given when delivered, if delivered by hand or by messenger (or overnight courier), 24 hours after confirmed receipt if sent by facsimile transmission or at the earlier of its receipt or on the fifth day after mailing, if mailed, as aforesaid.

5.  Confidentiality.  The Parties agree to keep the terms and conditions of this Agreement strictly confidential and not disclose such terms without the prior written consent of the other Parties, except (a) as may be required by law and (b) that each Party may disclose such terms and conditions to its representatives, advisors and counsel who acknowledge the confidentiality hereof.

6.  Miscellaneous.

6.1THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

6.2This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and permitted assigns, and no other person will have any rights or obligation hereunder.  None of the Parties may assign (whether by operation of law or otherwise) this Agreement.

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6.3This Agreement constitutes the full and entire understanding and agreement between the Parties hereto with regard to the subject matter hereof and supersedes all prior oral or written (and all contemporaneous oral) agreements or understandings with respect to the subject matter hereof.

6.4No delay or omission to exercise any right power or remedy accruing to any Party hereto upon any breach or default of the other Party hereto under this Agreement shall impair any such right, power or remedy or such Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party hereto of any breach or default under this agreement, or any waiver on the part of any Party hereto of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement, or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.5This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties hereto, each of which shall be enforceable against the Parties actually executing such counterparts, and all of which together shall constitute one instrument.

6.6If any provision of this Agreement, or its application to any Party hereto, shall be, or be found by an authority of competent jurisdiction to be, invalid or unenforceable in whole or in part, such provision shall be constructed and applied so as to give effect, to the greatest extent possible, the original intent of the Parties hereto.  The invalidity or unenforceability of any of the provisions of this Agreement shall not affect the other validity herein, all of which shall remain in full force and effect.

6.7The Parties stipulate that the remedies at law of the Parties hereto in the event of any default or threatened default by either Party in the performance of or compliance with any of the terms of this Agreement are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.  The exercise of any remedy by any of the Parties shall not be deemed an election of remedies or preclude any of the Parties from exercising any other remedies in the future.

6.8This Agreement may be amended, modified or supplemented only by a written instrument signed by all of the Parties.

6.9All of the Parties hereto irrevocably submits, in any legal action or proceeding relating to this Agreement, to the jurisdiction of the courts of the United States and the State of California, in the city of Los Angeles, and consents that (1) any such action or proceeding may be brought in such courts and waive any objection that they may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and (2) service of legal process in any such

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action or proceeding may be made upon it by certified mail, return receipt requested, postage prepaid, to such Party at its address specified in Section 4, provided, that nothing herein shall prevent any Party hereto from bringing any action in any other jurisdiction.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Contribution Agreement, with effect as of the date first written above.

NEW PLAN PROPERTY HOLDING COMPANY, a Maryland real estate investment trust
By:		/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	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 general partner
		By:	/s/ Steven Siegel
			Name:	Steven Siegel
			Its:	Executive Vice President
CA NEW PLAN ASSET, LLC, a Delaware
limited liability company
By:		/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	Executive Vice President
CA NEW PLAN VI, a Maryland real
estate investment trust
By:	/s/ Steven Siegel
	Name:		Steven Siegel
	Its:		Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

EXCEL REALTY TRUST-ST, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN MARYLAND HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN OF MICHIGAN, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN OF MICHIGAN MEMBER, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NP OF TENNESSEE, L.P.,
a Delaware limited partnership
By:	New Plan of Tennessee, LLC, a Delaware limited liability company, its general partner
	By:	/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

NEW PLAN OF TENNESSEE, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NPTN, INC., a Delaware corporation
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	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 general partner
	By:	/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	Executive Vice President
CA NEW PLAN TEXAS ASSETS, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN EXCHANGE PROPERTY OWNER I, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

HK NEW PLAN EXCHANGE PROPERTY HOLDINGS I, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN STH UPPER TIER II COMPANY,
a Maryland real estate investment trust
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN EXCHANGE PROPERTY OWNER II,
LP, 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
		Its:	Executive Vice President
HK NEW PLAN LOWER TIER OH, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN MID TIER OH, L.P.,a Delaware limited partnership
By:	HK New Plan OH TRS, Inc., a Delaware corporation, its general partner
	By:	/s/ Steven Siegel
		Name:		Steven Siegel
		Its:		Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

HK NEW PLAN OH TRS, INC., a Delaware corporation
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN ERP PROPERTY HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/  Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
EXCEL REALTY PARTNERS, L.P.,
a Delaware limited partnership
By:	New Plan DRP Trust, a Maryland real estate investment trust, a general partner
	By:	/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	Executive Vice President
NEW PLAN DRP TRUST, a Maryland real estate investment trust
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN ERP LIMITED PARTNER COMPANY,
a Maryland real estate investment trust
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

ERP NEW BRITAIN LIMITED PARTNERSHIP,
a Delaware limited partnership
By:	ERP New Britain GP, LLC, a Delaware limited liability company, its general partner
	By:	/s/ Steven Siegel
		Name:	Steven Siegel
		Its:	Executive Vice President
NEW PLAN REALTY TRUST, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN PENNSYLVANIA HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
CENTRO NP ERT, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN MACON CHAPMAN TRS GP COMPANY, a Delaware corporation
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

ERT DEVELOPMENT CORPORATION, a Delaware corporation
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
NEW PLAN FLORIDA HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN STH LOWER TIER, LLC, a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
HK NEW PLAN STH MID TIER II, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
CENTRO NP LLC, a Maryland limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
SUPER LLC, a Maryland limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

CENTRO NP RESIDUAL HOLDING LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President
CENTRO NP RESIDUAL HOLDING SUB 1, LLC,
a Delaware limited liability company
By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Its:	Executive Vice President

[Signature Page to Contribution, Distribution and Assumption Agreement]

Schedule 1-A

Current Owner Entity Interests

Name of Current Owner Entity	Entity Type	Name of Current Owner(s)*	Percentage**
Centro NP Residual Pool 1 SPE, LLC	limited liability company	New Plan Property Holding Company	5.8	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	HK New Plan Exchange Property Owner I, LLC HK New Plan Exchange Property Holdings I, LLC HK New Plan STH Upper Tier II Company	4.8	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	Excel Realty Trust - ST, LLC	5.2	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	CA New Plan Texas Assets, L.P. CA New Plan IV and CA New Plan Texas Assets, LLC	4.2	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	New Plan of Michigan, LLC New Plan of Michigan Member, LLC	2.8	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	Excel Realty Partners, L.P. New Plan ERP Limited Partner Company and New Plan DRP Trust	7.3	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	HK New Plan Exchange Property Owner II, LP HK New Plan Lower Tier OH, LLC and HK New Plan Mid Tier OH, L.P. HK New Plan OH TRS, Inc. and HK New Plan STH Upper Tier II Company	19.6	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	NP of Tennessee, L.P. New Plan of Tennessee, LLC and NPTN, Inc.	8.0	%
Centro NP Residual Pool 1 SPE, LLC	limited liability company	CA New Plan Asset Partnership IV, L.P. CA New Plan Asset LLC and CA New Plan VI	11.5	%
Centro NP Residual Pool 1 SPE,	limited liability company	HK New Plan ERP Property	4.3	%

Name of Current Owner Entity	Entity Type	Name of Current Owner(s)*	Percentage**
LLC		Holdings, LLC Excel Realty Partners, L.P. New Plan ERP Limited Partner Company and New Plan DRP Trust
Centro NP Residual Scottsboro, LLC	limited liability company	Excel Realty Trust - ST, LLC	100	%
Centro NP Residual Shops of Riverdale, LLC	limited liability company	Excel Realty Trust - ST, LLC	100	%
Centro NP Residual Rising Sun, LLC	limited liability company	New Plan Maryland Holdings, LLC	100	%
Centro NP Residual Presidential Plaza, LLC	limited liability company	New Plan Florida Holdings, LLC	100	%
Centro NP Residual Brooksville Square, LLC	limited liability company	New Plan Florida Holdings, LLC	100	%
Centro NP Residual Dickson City Crossings Member, LLC	limited liability company	New Plan Realty Trust, LLC New Plan Pennsylvania Holdings, LLC	100	%
Centro NP Residual Stone Mill Plaza Member, LLC	limited liability company	New Plan Realty Trust, LLC New Plan Pennsylvania Holdings, LLC	100	%
Centro NP Residual Dillsburg SC Member, LLC	limited liability company	New Plan Realty Trust, LLC New Plan Pennsylvania Holdings, LLC	100	%
ERT Southland, LLC	limited liability company	Centro NP ERT, LLC HK New Plan Macon Chapman TRS GP Company and ERT Development Corporation	100	%
HK New Plan Alexis Park, L.P.	limited partnership	New Plan Mid Tier OH, L.P. HK New Plan STH Upper Tier II Company and HK New Plan OH TRS, Inc.	99.9	%
HK New Plan Alexis Park GP, LLC	limited liability company	New Plan Mid Tier OH, L.P. HK New Plan STH Upper Tier II Company and HK New Plan OH TRS, Inc.	100	%
ERP New Britain Holdings, L.P.	limited partnership	ERP New Britain Limited Partnership	99	%
ERP New Britain GP LLC	limited liability company	Excel Realty Partners, L.P.	100	%
HK New Plan Lexington Town Square, LLC	limited liability company	HK New Plan STH Lower Tier, LLC	100	%

Name of Current Owner Entity	Entity Type	Name of Current Owner(s)*	Percentage**
		HK New Plan STH Mid Tier II, LLC HK New Plan STH Upper Tier II Company

*Listed in order of ownership (i.e., in the order in which the Current Owner Entity Interests are distributed up through the chain of ownership to Centro NP LLC)

**Centro NP LLC owns the remaining interests in each of the Current Owner Entities

Schedule 1-B

Entity Interests

Name of Entity	Entity Type	Percentage
Centro NP Residual Pool 1 SPE, LLC	limited liability company	100	%
Centro NP Residual Scottsboro, LLC	limited liability company	100	%
Centro NP Residual Shops of Riverdale, LLC	limited liability company	100	%
Centro NP Residual Rising Sun, LLC	limited liability company	100	%
Centro NP Residual Presidential Plaza, LLC	limited liability company	100	%
Centro NP Residual Brooksville Square, LLC	limited liability company	100	%
Centro NP Residual Dickson City Crossings Member, LLC	limited liability company	100	%
Centro NP Residual Stone Mill Plaza Member, LLC	limited liability company	100	%
Centro NP Residual Dillsburg SC Member, LLC	limited liability company	100	%
New Plan Westgate-Dublin, LLC	limited liability company	100	%
New Plan Victory Square, LLC	limited liability company	100	%
New Plan Cedar Plaza, LLC	limited liability company	100	%
New Plan Sweetwater Village, LLC	limited liability company	100	%
New Plan Tift-Town, LLC	limited liability company	100	%
New Plan Village at Southlake, LLC	limited liability company	100	%
New Plan of Tinton Falls, LLC	limited liability company	100	%
ERT Southland, LLC	limited liability company	100	%
HK New Plan Alexis Park, L.P.	limited partnership	99.9	%
HK New Plan Alexis Park GP, LLC	limited liability company	100	%
ERP New Britain Holdings, L.P.	limited partnership	99	%
ERP New Britain GP LLC	limited liability company	100	%
HK New Plan Lexington Town Square, LLC	limited liability company	100	%

EX-10.20

Exhibit 10.20

Agreement

26 March 2008

Executive Services

Agreement

Centro WCJV LP Inc

Glenn Rufrano

Contents

	Table of contents
	The agreement	1
	Operative part	2
1	Definitions and interpretation	2
2	Employment	4
3	Duties and reporting structure	4
4	Hours of work	5
5	Remuneration	5
6	Retention Bonus	6
7	Incentive arrangements	6
8	Relocation and living away from home allowance	7
9	Indemnity and Insurance	7
10	Welfare, Pension and Benefit Plans	7
11	Leave	8
12	Public holidays	8
13	Ending your employment	8
14	Approvals	11
15	Disclosure of information	12
16	Intellectual property	12
17	Moral Rights	12
18	General	13
	Signing page	15

The agreement

Executive Services Agreement
Date
Between the parties
Company	Centro WCJV LP Inc
	ABN 98 728 661 680
	of Level 3, 235 Springvale Road Glen Waverley (Company)
You	Glenn Rufrano
	of 3112 Shore Road, Bellmore, New York (Executive/You)
Background	1	The Company has agreed to employ you, in the position of Chief Executive Officer of the Group and you have agreed to accept that appointment on the terms of this agreement.
	2	The Company and you agree that the benefits to which you are entitled pursuant to this agreement are in part consideration for you agreeing to accept the office of Chief Executive Officer of the Group from the Commencement Date.
	3	The parties acknowledge that each has taken, or has had the opportunity to take, independent legal advice in relation to this agreement.
The parties agree	as set out in the Operative part of this agreement, in consideration of, among other things, the mutual promises contained in this agreement.

1

Operative part

1          Definitions and interpretation

1.1       Definitions

The meanings of the terms used in this document are set out below.

Term	Meaning
Commencement Date	As defined in clause 2.2(a).
Company Income	Includes Total Employment Cost as defined in Clause 5.1(b) and Incentive Arrangements as defined in Clause 7.
Confidential Information	any information about the Company or any Group Company, or the business of Company or any Group Company (including, but not limited to, any financial or trading information, or any idea, concept, process or know-how) which:
	1  comes to your notice in the course of your employment; or
	2  is generated by you in the course of performing your duties,
	and which is not in the public domain (unless in the public domain because of a breach of confidentiality).
Corporations Act	the Corporations Act 2001 (Cth).
End Date	the day on which your employment with the Company ends.
Fundamental Change	you ceasing to be the most senior executive in the Group or the Chief Executive Officer of Centro Properties Group (comprising Centro Properties Limited and Centro Property Trust) or a substantial diminution in your responsibilities or authority, but excluding any diminution arising:
	1  otherwise through termination pursuant to this agreement; or
	2  with your consent.
Group	the Centro Properties Group comprising Centro Properties Limited and Centro Property Trust and all the entities controlled by Centro Properties Limited or Centro Property Trust.
Group Company	any member of the Group.
Intellectual Property	all present and future rights to intellectual property including any inventions and improvements, trade marks (whether registered or common law trade marks), designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula.
Moral Rights	the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act

2

Term	Meaning
	1968 (Cth).
Regulatory Consent	the consent of any entity or governmental body that has statutory or other powers over corporations including without limitation ASX Limited and the Australian Securities and Investment Commission.
Stub STI Payment	As defined in your previous contract of employment with Centro Watt Management Joint Venture 2 LP.
Term	As defined in clause 2.2(b).

1.2	Interpretation
	In this agreement:
(a)	Headings and bold type are for convenience only and do not affect the interpretation of this agreement.
(b)	The singular includes the plural and the plural includes the singular.
(c)	Words of any gender include all genders.
(d)	Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.
(e)	An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual.
(f)	A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this agreement and a reference to this agreement includes any schedule, attachment and exhibit.
(g)	A reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them.
(h)	No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.
(i)	Specifying anything in this agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.

3

2	Employment
2.1	Position
	You are employed in the position of Chief Executive Officer of the Group.
2.2	Term
(a)	Your new appointment will start on 15 January 2008 (Commencement Date).
(b)	Your employment will continue for the period of 12 months unless terminated earlier under the terms of this agreement (Term).
(c)	Should your employment continue beyond the period set out in sub-clause (b) above, unless or until such time that the terms of any new agreement is reached in writing and signed by both parties, the terms of your employment will be, as far as possible, identical to those under this agreement.
2.3	Location
(a)	Your principal place of work is the Group’s head office in Glen Waverley, Victoria, Australia. The Company may require you to work in other locations from time to time.
(b)	The Company may require you to travel within the state, interstate or overseas to perform your duties.
2.4	Visa requirement
(a)	This offer of employment is conditional upon you having, during your employment with the Company, a valid and current working visa as issued by the Department of Immigration and Citizenship to live and work in Australia if required to fulfil the duties of your position and your obligations under this Agreement.
(b)	The Company will provide payment of, and assistance in obtaining, any necessary visa or work permits.
3	Duties and reporting structure
3.1	Duties of your position
(a)	You must perform the duties reasonably associated with your position for and on behalf of the Group.
(b)	In addition, you must also perform other duties which you are capable of performing, as required by the Company or any Group Company.
3.2	General duties
	You must:
(a)	unless absent on leave as provided in this agreement, devote all of your time, attention and skill to the performance of your duties for the Group both during normal business hours and at other times as reasonably necessary;
(b)	perform your duties faithfully and diligently;
(c)	follow lawful and reasonable directions given to you by the Company and any Group Company; and

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(d)	promote the interests of the Group.
3.3	Reporting structure
	You will report to the Board of Centro Properties Limited or as otherwise directed by the Company.
3.4	Changes to your position
	If your position, duties or reporting structure change, this agreement will continue to apply to your employment unless you and the Company:
(a)	enter a new written employment agreement; or
(b)	vary this agreement in writing.
4	Hours of work
	Because of the nature of your position, you agree to work such hours (both within and outside standard business hours) required to perform your duties. Your remuneration includes an amount to compensate for this.
5	Remuneration
5.1	Total employment cost
(a)	Your initial Total Employment Cost is US$1,200,000 each year.
(b)	You will be subject to tax equalisation on Company Income. This means that you will not pay any more income tax on your Company Income than you would have paid had you remained in New York.
(c)	As part of the tax equalisation process your salary from time to time may be subject to tax gross ups in Australia and/or the US. As such, at the end of each calendar year, a reconciliation of your ‘stay at home’ tax position will be prepared in conjunction with the preparation of your US income tax return.
(d)	For the avoidance of doubt, tax equalisation does not apply to your personal income other than income sourced from the Company or the Group and you will be responsible for any US and Australian taxes payable on this income.
(e)	The Company will pay any Total Employment Cost that you elect to receive as salary fortnightly by electronic transfer to your nominated bank account.
(f)	The Company will reimburse you for any expenses that you reasonably incur during the performance of your duties. The Company may require you to provide a tax invoice, or other evidence, to substantiate any expenses claim.
(g)	You will have no entitlement to Australian Company Superannuation Contributions.

5

6	Retention Bonus
	You will remain entitled to the ‘Second Payment’ as defined in clause 10 of your previous employment contract with Centro Watt Management Joint Venture 2 LP and this will be paid by the Company as a lump sum payment of US$1,500,000 (less any taxation deductions as required by law) on 31 March 2008 as per the original intention of your previous employment contract.
7	Incentive arrangements
7.1	Initial Short Term Incentive
(a)	You will be entitled to 150% of your Total Employment Cost as a short term incentive.
(b)	During the Term, the short term incentive is payable upon the occurrence of any of the following events:
	(1)	there is a change of control of Centro Properties Group. A ‘change of control’ shall be deemed to have occurred when:
		·	in the case of a takeover offer, a party gains a relevant interest in greater than 50% of the stapled securities on issue (provided all bid conditions are satisfied or waived), or
		·	in the case of a Scheme of Arrangement, when the Court approves the scheme at the second Court hearing.
	(2)	your employment is terminated following a Fundamental Change.
	(3)	a recapitalisation of Centro Properties Group which involves the issuance of new equity or equity related securities to new or existing shareholders that the Board considers sufficient to stabilise the entity and provide a basis for near term solvency and medium term financing through an appropriate capital structure – the short term incentive will be payable upon the execution of any definitive agreement setting out those arrangements.
	(4)	any entity in the Group:
		·	sells or divests any assets or an interest in the entity (including, but not limited to, the sale of the Company’s interest in Centro Retail Trust); or
		·	issues new securities in exchange for financial liabilities,
		that the Board reasonably considers sufficient to stabilise the entity and provide a basis for near term solvency and medium term financing through an appropriate capital structure – the short term incentive will be payable upon the execution of any definitive agreement setting out those arrangements.
(c)	In the event that there is no short term incentive awarded under sub-clause 7.1 (a) and (b), the Board may at its discretion, award you a short term incentive of up to 150% of your Total Employment Cost.
(d)	Only one short term incentive is payable under sub-clause 7.1.
7.2	Further short term incentives
	You may also be eligible to participate in other short term incentive arrangements offered by the Company or the Group from time to time.

6

7.3Long Term incentive

(a)For fiscal year 2007/2008 you will be granted 1,000,000 options over Centro Properties Group securities in accordance with the invitation attached as Schedule A.

(b)You may also be eligible to participate in other long term incentive arrangements offered by the Company or the Group from time to time.

8Relocation and living away from home allowance

(a)In the event that you are required to maintain a base in Australia, the Company will provide you with assistance with:

(1)the relocation of yourself and your immediate family to Australia. Such assistance will meet all reasonable costs associated with the relocation of an executive of your level and experience and includes payment of the reasonable cost of transport of you and your immediate family, freight of personal effects and temporary accommodation; and

(2)the repatriation back to your home country on completion of the contract or on termination.

(b)In addition to your remuneration in clause 5.1(a), the Company will pay you a living away from home allowance to compensate you for additional accommodation costs and additional food costs on account of you being required to live away from your usual place of residence. The amount of compensation for additional food costs has been determined after taking into account your normal home food consumption expenditure.

(c)The Company will provide you with assistance in respect of the preparation of your US and Australian income tax returns through the Company’s nominated tax advisor. Should you choose not to use the Company’s nominated tax advisor in respect of the preparation of your US and Australian income tax returns you agree to provide copies of your US and Australian income tax returns in order to prepare the reconciliation of your ‘stay at home’ tax position.

(d)The Company will be responsible for any tax payable in respect of assistance provided in this clause.

9Indemnity and Insurance

To the extent permitted by the Corporations Act, the Company will provide you with:

(a)a deed of indemnity which provides the same level of indemnity and insurance cover as that provided to other Executive Committee Members; and

(b)additional director’s and officer’s liability insurance to the value of A$2,000,000 to provide coverage to insure you against any legal costs you may incur in responding to any claims (or threatened claims) to the extent available at reasonable market rates. In the event that insurance is not available through the external insurance market, the Company will meet this liability.

10Welfare, Pension and Benefit Plans

(a)The Company will provide you with top benefit cover with a private health insurance provider to cover you and your immediate family during your time in Australia.

7

(b)Whilst in the United States:

(1)you will be entitled to participate in all employee benefit plans, programs and arrangements made available to other Company senior executives generally, including pension, income deferral, savings, 401(k), and other retirement plans or programs, medical, dental, vision, prescription drug, hospitalization, short-term and long-term disability and life insurance plans and programs, accidental death and dismemberment protection, travel accident insurance, and any plans, programs or arrangements that supplement the above plans, programs or arrangements, whether funded or unfunded. These plans, programs or arrangements will be subject to the terms of the applicable plan documents and Company policies on terms and conditions that are no less favourable to you than those applying to other Company senior executives generally.

(2)To the extent that post-retirement welfare and other benefits exist you will be entitled to post-retirement welfare and other benefits on terms and conditions that are no less favourable to you than those applying to other Company senior executives generally. This clause does not require the Company to establish or maintain any particular employee or post-retirement benefit plan, program or arrangement and any such plan, program or arrangement may be varied or removed from time to time.

11Leave

The Company will provide you with annual leave, personal leave and parental leave as follows:

·4 weeks annual leave each year;

·10 days’ paid personal leave each year — in certain circumstances you may also be able to access unpaid carer’s leave and compassionate leave; and

·up to 52 weeks unpaid parental/adoption leave where you are the primary care giver.

12Public holidays

You will be usually be entitled to paid leave on days declared as public holidays in the location in which you work. From time to time you may be required, and you agree, to work on a public holiday in order to perform your duties. Your remuneration includes an amount to compensate for this.

13Ending your employment

13.1Definitions

In this clause, the following definitions apply:

(a)‘For Cause’ means:

(1)conviction of, or plea of guilty or nolo contendere to, a felony in the United States or conviction of an offence punishable by imprisonment in Australia; or

(2)wilful and continued failure to use reasonable best efforts to substantially perform your duties (other than such failure resulting from your incapacity due

8

to physical or mental illness or after notifying the Company of your intention to terminate the employment relationship for Good Reason (as defined below)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes you have wilfully and continually failed to use reasonable best efforts to substantially perform your duties; or

(3)wilful misconduct that has a materially adverse effect on the Company or to any Group Company.

No act, or failure to act, by you shall be considered ‘wilful’ unless:

·committed in bad faith and without a reasonable belief that the act or omission was in the best interest of the Company or any Group Company; or

·your action or non action continues for more than ten days after you have received written notice of the inappropriate action or non-action.

(b)‘Good Reason’ means, without your consent:

(1)a Fundamental Change has occurred;

(2)any of the following has occurred:

·a receiver, receiver and manager, controller, or other external administrator is appointed over all or substantially all of the assets and undertakings of the Group;

·a liquidator, provisional liquidator or administrator (under Part 5.3A of the Corporations Act, 2001) is appointed to Centro Properties Limited, Centro Properties Trust or Centro Retail Trust; or

·a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of Centro Properties Limited, Centro Properties Trust or Centro Retail Trust, except for the purpose of an amalgamation or reconstruction which has the Group’s consent;

(3)a reduction in your Total Employment Cost or a failure to pay any such amounts when due;

(4)a failure to pay the Retention Bonus set out in clause 6 above;

(5)any purported termination of your employment for Cause (as defined in sub-clause (a) above) which is not effected pursuant to the terms of this agreement;

(6)The Company’s failure to pay or provide any material employee benefits due to you under this agreement including, but not limited to, a failure to allow you to participate in all employee benefit plans, programs and arrangements contemplated under clause 10;

(7)The Company’s failure to provide, in all material respects, the indemnification required by clause 9 of this agreement;

(8)a reduction in the percentage of the short term incentive as provided for in clause 7.1 above; or

(9)a failure by the Company or the Board to accept you in an Option Plan offered to you by the Company or a failure to provide you with written documentation evidencing the grant of the options consistent with the Option Plan.

Your right to terminate your employment for Good Reason shall not be affected by your incapacity due to physical or mental illness.

13.2Termination of employment by the Company

(a)The Company may terminate your employment at any time:

(1)without notice, ‘For Cause’; or

9

(2)at the end of the Term, on written notice provided no later than 15 December 2008.

(b)If the Company has given you notice under sub-clause (a)(2) above, the Company may direct you at any time:

(1)not to attend work; or

(2)not to perform all or part of your duties.

13.3Termination of employment by you

(a)You may end your employment at any time for ‘Good Reason’ in accordance with the following procedure:

(1)within 30 days of you becoming aware of an occurrence which would allow you to terminate for Good Reason, you must give written notice to the Company to remedy the situation.

(2)should the Company fail to remedy the situation within 30 days of receiving written notice under sub-clause (1) above, you may terminate your employment, in writing, without notice.

(b)You may end your employment at the end of the Term by providing written notice no later than 15 December 2008.

(c)If you have given notice under sub-clause (a) or (b) above, the Company may direct you at any time:

(1)not to attend work; or

(2)not to perform all or part of your duties.

13.4Payment on termination

(a)Where:

(1)the Company terminates your employment in accordance with clause 13.2(a)(2); or

(2)you terminate your employment for ‘Good Reason’ in accordance with clause 13.3(a); or

(3)you terminate your employment at the end of the Term in accordance with clause 13.3(b);

you will be entitled to a payment of:

(4)12 months Total Employment Cost; and

(5)the average of the last two years’ short term incentive payments. Any Stub STI Payment paid to you by a previous employer will be included in calculating your average short term incentive payment under this clause.

(b)Where you or the Company terminate your employment other than in the circumstances set out in subclause (a) above, you will only be entitled to payment of Total Employment Cost up to the date of your termination and accrued leave entitlements.

13.5Deduction of amounts owed

(a)To the extent permitted by law, any outstanding advances or other payments due to the Company by you will be deducted before payment of any amounts on termination are made to you.

(b)If the amounts owed by you to the Company at the End Date exceed amounts payable to you, you agree to repay such amounts to the Company within 14 days of the End Date.

10

13.6Return of property

Before your employment ends, or as soon as practicable after it ends, you must return all property belonging to the Company or, if agreed by both parties, pay the Company a fair value for that property.

13.7Resignation as director

If your employment ends you:

(a)must resign as a director of the Company or any Group Company;

(b)irrevocably appoint the Company Secretary of Centro Properties Limited, or any other person nominated by the Company, as attorney to sign a resignation as director or other officer on your behalf;

(c)have no entitlement to any compensation for loss of office.

13.8No compensation

(a)You acknowledge that if the Company ends your employment, you have no further claim against the Company for compensation.

(b)You agree that the salary and benefits paid to you under this agreement include specific consideration to ensure the Company may avail itself of all its rights to end your employment contained in this agreement.

14Approvals

14.1Agreement subject to Board and shareholder approvals

This agreement is subject to all:

(a)Board and shareholder approvals required by law;

(b)any necessary Regulatory Consent; and

(c)applicable laws.

14.2Reduction of payments

If the aggregate of:

(1)the amount that would, but for this provision, be payable to you upon termination; and

(2)the value of all other payments made in connection with your retirement from board or managerial offices in the Group (excluding any benefits to which section 200F of the Corporations Act applies),

exceeds the maximum amount that could, because you are a person retiring from such board and managerial offices, be paid to you under section 200G or section 200F of the Corporations Act, the amount payable to you under clause 13 will be reduced so that the aggregate value of all the benefits given, paid or payable to you in connection with your retirement (including the amount payable under clause 13) is equal to that maximum amount.

11

14.3Overpayment

If the Company overpays you, you must, on receiving a written notice from the Company immediately repay any money or benefits specified in such notice.

14.4Effect of this clause

This clause has effect regardless of any other provision of this agreement.

15Disclosure of information

15.1Your obligations during and after employment

During your employment and after your employment ends you must not use or disclose Confidential Information unless the use or disclosure is:

(a)required by law;

(b)made as part of the proper performance of your duties; or

(c)agreed in writing by the Company or relevant Group Company.

15.2Preventing disclosure

Both during and after your employment, you must take all reasonable and necessary precautions to maintain the secrecy and prevent disclosure of Confidential Information.

15.3Survival of obligations

Your obligations under this clause continue after your employment ends.

16Intellectual property

16.1Ownership

(a)The Company owns all Intellectual Property that you create during your employment.

(b)You must do all things necessary to ensure that the Company owns Intellectual Property that you create during your employment.

16.2Disclosure

(a)You must inform the Company of all Intellectual Property that you create during your employment.

17Moral Rights

If you have Moral Rights in any Intellectual Property owned by the Company you:

(a)irrevocably consent to any act or omission by the Company which infringes those Moral Rights;

12

(b)agree that your consent extends to acts and omissions by the Company’s licensees and successors in title; and

(c)agree that your consent is a genuine consent given under Part 9 of the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.

18General

18.1Governing law and jurisdiction

(a)This agreement is governed by the law in force in Victoria, Australia.

(b)Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia.

(c)You irrevocably waive any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

18.2Entire agreement

(a)This agreement states all the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

(b)To avoid doubt, by entering into this agreement you agree to terminate and waive all rights under your previous employment contract with Centro Watt Management Joint Venture 2 LP.

(c)You acknowledge that in accepting employment with the Company you have not relied on any representations regarding your employment made by the Company (or its agents or employees) other than matters expressly set out in this agreement.

18.3Prohibition, enforceability and severance

(a)Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(b)Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

(c)If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement.

18.4Waiver

(a)The failure of either party at any time to require performance by the other party of any provision of this agreement does not affect the party’s right to require the performance at any time.

(b)The waiver by either party of a breach of any provision may not be held to be a waiver of any later breach of the provision or a waiver of the provision itself.

18.5Legal advice

You represent that you have taken, or had the opportunity of taking, legal advice in relation to the nature, effect and extent of this agreement.

13

18.6Counterparts

This agreement may be executed in any number of counterparts and all counterparts, taken together, constitute one instrument. A party may execute this agreement by executing any counterpart.

14

Signing page

Executed as an agreement

Company

Signed by

Centro WCJV LP Inc

By

sign here	/s/ J. Hutchinson
	VICE-PRESIDENT
print name	J. Hutchinson
sign here	/s/ Brian Healey
	Director
print name	Brian Healey

You

Signed by

Glenn Rufrano

sign here	/s/ Glenn Rufrano
print name	Glenn Rufrano

in the presence of

sign here	/s/ John Newman-Morris
	Witness
print name	John Newman-Morris
	This paragraph provides padding and has been hidden deliberately. Do not delete or unhide this paragraph

15

EX-10.23

Exhibit 10.23

EMPLOYMENT AGREEMENT

AGREEMENT (“Agreement”), dated as of 12/5/07 (“Effective Date”) by and among Centro Watt Management Joint Venture 2, LP, (“CWMJV”), Centro Properties Group, an entity listed on the Australian Securities Exchange (“Centro”) (collectively referred to as “Company”) and Michael Moss (“Executive”).

RECITAL

CWMJV desires to employ Executive as of the Effective Date, on the terms and conditions set forth in this Agreement, and Executive desires to be so employed.

AGREEMENT

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1.             Employment. CWMJV hereby agrees to employ Executive and Executive hereby agrees to accept such employment, on the terms and conditions hereinafter set forth.

2.             Prior Agreements. The Parties hereby agree that this Agreement terminates and supersedes the existing Employment Agreement between Executive and CWMJV dated as of (“Prior Employment Agreement”). Accordingly, as of the Effective Date, neither the Company nor the Executive shall have any rights or obligations pursuant to the Prior Employment Agreement; provided, however, that prior service with CWMJV will be recognized for all relevant purposes including, without limitation, Sections 6(e) and (f) of this Agreement.

3.             Term. Executive’s employment by CWMJV hereunder shall continue from the Effective Date for one (1) year (“Original Term”). The term of employment hereunder shall thereafter be automatically extended for an unlimited number of additional one-year periods (each, an “Additional Term”, and together with the Original Term and any Additional Terms, the “Term”) unless, at least 180 days prior to the expiration of the Term, either the Executive or the Company gives written notice to the other that it is electing not to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 7 hereof, but subject to the provisions of Section 9 hereof. At the time Executive ceases to be a full-time employee of CWMJV, the Executive agrees that he shall resign from any office he holds with Company and its subsidiaries and any entity in control of, controlled by or under common control with the Company or in which the Company owns any common or preferred stock or any ownership interest or any entity in control of, controlled by or under common control with such entity (“Affiliate”).

4.            Position and Duties

Executive Vice President – National Director of Leasing. During the Term, the Executive shall serve as the Executive Vice President – National Director of Leasing of all United States operations of Centro and its Affiliates (“Centro US”); shall have all authorities, duties and responsibilities customarily exercised by an individual serving as the Executive Vice President – National Director of Leasing of an entity of the size and nature of Centro US; shall have such other duties, authorities and responsibilities as the Centro US Executive Vice President and Chief Operating Officer may from time to time reasonably designate, consistent with the foregoing; and shall report directly to the Centro US Executive Vice President and Chief Operating Officer. Executive will comply with the Company’s policies including, but not limited to, the Code of Conduct and the Employee Trading in Securities Policy. During the Term, the Executive shall devote substantially all of his business time and efforts to the business and affairs of Centro US (unless otherwise directed by the Centro US Executive Vice President and Chief Operating Officer); however, nothing shall preclude the Executive from the following: (i) serving on the boards of a reasonable number of non-competing business entities, trade associations and charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) accepting and fulfilling a reasonable number of speaking engagements, and (iv) managing his personal financial and legal affairs provided that such activities do not either individually or in the aggregate interfere with the proper performance of his duties and responsibilities hereunder and are not likely to be contrary to the Company’s interests. The Executive shall give prior written notice before joining any business board on or after the Effective Date.

5.            Place of Performance. The principal place of employment of Executive shall be at the Company’s US corporate offices in New York, New York.

6.            Compensation and Related Matters.

(a)           Salary. During the Term, CWMJV shall pay Executive an annual base salary of not less than US$330,000 (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with CWMJV’s customary payroll practices. If Executive’s Base Salary is increased, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.

(b)           Short Term Incentive-Bonus. Executive shall be eligible for an annual short term incentive-bonus (“STI”) based on the achievement of certain financial goals. For the financial year ending June 30, 2008, fifty percent of the STI will be based on achievement of Centro Distributions per Security target and maximum goals (as defined by the Centro Board) and fifty percent of the STI will be based on achievement of Centro US Funds from Operations target and maximum goals (as defined by the Centro CEO and the Centro US CEO). The target and maximum goals for the financial year ending June 30, 2008 shall be established prior to July 31, 2007. If a target goal is achieved, Executive shall receive a STI of 30% of Base Salary for that STI measure. If a maximum goal is achieved, Executive shall receive a STI of 42.5% of Base Salary for that STI measure. If performance for a measure between target goal and maximum goal is achieved, Executive shall receive a pro rata STI between 30% and 42.5% of Base Salary for that measure. Any payment of a prorated STI, if target for a measure is not

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achieved, shall be subject to the discretion of the Centro Board. For financial years commencing after June 30, 2008, the Centro Board may change the basis upon which STI may be calculated, but if the target is achieved the Executive shall continue to receive an STI payout of a total of 60% of Base Salary and if the maximum goal is achieved the payout shall be a total of 85% of Base Salary (the “STI Range”). If Executive’s employment is terminated for any reason prior to the end of a financial year, he shall not be entitled to a prorated STI unless otherwise specifically agreed by the Centro Board. Notwithstanding anything contained herein to the contrary, a change in the basis upon which STI may be calculated after June 30, 2008 (but not a reduction to the STI Range) shall not constitute a breach or violation of this Agreement by the Company or constitute Good Reason for Executive to terminate his employment. All STI amounts will be paid at the first appropriate opportunity after June 30 of that financial year, but not later than July 31 of that same calendar year.

(c)           Long Term Incentive Compensation. Executive shall from time to time be invited to participate in the Centro Employee Security Plan, the Centro Executive Option Plan or other stock or option related plans that may be developed in the future. The Centro Board shall periodically review the nature and extent of such plans to ensure such plans are in line with comparable market practice.

(d)           Relocation. At the Company’s request, as a condition of continued employment, the Executive will be required to move principal residence. The Company shall provide the Executive with an interest-free loan of One Million Dollars ($1,000,000) to assist with the costs of acquiring a new residence. Subject to the terms hereinafter set forth, the loan shall be payable in full in five years from the date of the first draw (“anniversary”). Funds may be drawn from the loan (a) for the payment of a deposit and (b) for settlement, in both cases following the presentation to the Company of satisfactory evidence of the transaction or event requiring the funds.

If the Executive is still employed by the Company on the third (3rd) anniversary of the loan, the Company shall forgive sixty percent (60%) of the principal loan balance then outstanding and the Executive will not be obligated to repay the amount so forgiven. If the Executive is still employed by the Company on the fifth (5th) anniversary of the loan, the Company shall forgive the remaining loan balance then outstanding and the Executive will not be obligated to repay the amount so forgiven.

If, prior to the third (3rd) anniversary of the loan, either (i) the Executive is terminated by the Company other than for Cause as that term is defined in clause 7(c), or (ii) the Executive terminates employment with the Company for Good Reason as that term is defined in clause 7(d) then $600,000 of the loan balance shall be forgiven by the Company and the Executive shall only be obligated to repay the Company $400,000 of the outstanding loan balance and in such event, Executive shall have a period of one (1) year from the date of such termination to so repay said $400,000. If after the third (3rd) anniversary of the loan but prior to the fifth (5th) anniversary of the loan, either (x) the Executive is terminated by the Employer other than for Cause or (y) the Executive terminates employment with the Company for Good Reason then the remaining balance of the loan then outstanding shall be forgiven by the Company and the Executive will have no further obligation to pay such outstanding loan balance.

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If, prior to the fifth (5th) anniversary of the loan, the Executive’s employment is terminated by the Company for cause or by the Executive without Good Reason, the then outstanding balance of the loan shall be immediately due and payable ( i.e., if employment is so terminated prior to the third (3rd) anniversary of the loan, then the entire loan balance shall be immediately due and payable and if employment is so terminated after the third (3rd) anniversary of the loan but prior to the fifth (5th) anniversary of the loan, then $400,000 of the loan balance shall be immediately due and payable (since $600,000 of the loan balance shall be forgiven on the third 3rd anniversary of the loan) and the Executive authorizes the Company to offset all or part of the outstanding balance from any sums due the Executive from the Company and shall pay to the Company the remaining outstanding balance within sixty (60) days after the date of the Executive’s termination.

(e)           Expenses. CWMJV shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with CWMJV’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of CWMJV.

(f)            Vacation. Executive shall be entitled to the number of weeks of vacation per year provided to the CWMJV’s senior executive officers, but in no event less than four (4) weeks annually.

(g)          Welfare, Pension and Incentive Benefit Plans. During the Term, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available to other CWMJV senior executives, including, without limitation, pension, income deferral, savings, 401 (k), and other retirement plans or programs, medical, dental, vision, prescription drug, hospitalization, short-term and long-term disability and life insurance plans and programs, accidental death and dismemberment protection, travel accident insurance, and any other employee benefit plan, program or arrangement that may from time to time be made available to other CWMJV senior executives generally, including any plans, programs or arrangements that supplement the above-listed types of plans, programs or arrangements, whether funded or unfunded, subject to the terms of the applicable plan documents and generally applicable CWMJV policies, in each case on terms and conditions that are no less favorable to him than those applying to other CWMJV senior executives generally. To the extent that post-retirement welfare and other benefits then exist, the Executive shall be entitled to post-retirement welfare and other benefits on terms and conditions that are no less favorable to him than those applying to other CWMJV senior executives. Nothing in this Section 6(f) shall be construed to require CWMJV to establish or maintain any particular employee or post-retirement benefit plan, program or arrangement except as expressly set forth elsewhere in this Agreement. CWMJV may, to the extent consistent with the foregoing, alter, modify, supplement or delete its employee and post-retirement benefit plans at any time as it sees fit without recourse by the Executive, subject to the terms of this Section 6(g).

(h)          No Hedging. During the Term, Executive will not in any way attempt to limit the financial risk with respect to stock options or restricted stock which are not vested by means of any hedging (including without limitation, selling short) or other techniques.

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7.            Termination. Notwithstanding the foregoing, Executive’s employment hereunder may be terminated during the Term under the following circumstances:

(a)           Death. Executive’s employment hereunder shall terminate upon his death.

(b)           Disability. If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder for an entire period of one hundred twenty (120) consecutive days, and within thirty (30) days after written Notice of Termination (as defined in Section 8(a)) is given after such one hundred twenty (120) day consecutive period, Executive shall not have returned to the substantial performance of his duties on a full-time basis, CWMJV shall have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement, but shall be subject to the terms of Section 9(c).

(c)           Cause. CWMJV shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that no termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Centro CEO of the intention to terminate him for Cause (the “Notice of Intention”). The Notice of Intention shall state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have 10 days after receiving the Notice of Intention in which to cure the purported grounds for termination asserted therein. Termination for Cause shall be effective immediately upon the Centro CEO’s issuance to Executive of a written Termination for Cause Notice in the event that Executive fails to cure the purported grounds for termination within such 10 day period. Any allegation that Cause existed, or that cure was not achieved, shall be subject to review, at the Executive’s election, through arbitration in accordance with Section 13 hereof.

For purposes of this Agreement, CWMJV shall have “Cause” to terminate Executive’s employment upon Executive’s:

(i)      conviction of, or plea of guilty or nolo contendere to, a felony; or

(ii)     willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 7(d)) after demand for substantial performance is delivered by CWMJV in writing that specifically identifies the manner in which CWMJV believes Executive has willfully and continually failed to use reasonable best efforts to substantially perform his duties hereunder; or

(iii)    willful misconduct that has a materially adverse effect on the Company or on any Affiliate.

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For purposes of this Section 7(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have occurred if the Executive’s action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action.

(d)           Good Reason. Executive may terminate his employment for “Good Reason” within thirty (30) days after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events that has not been cured within thirty (30) days after written notice thereof has been given by Executive to the Company; provided, however, that any allegation that Good Reason existed, or that cure was not achieved, shall be subject to review, at CWMJV’s election, through arbitration in accordance with Section 14 hereof:

(i)      the assignment to Executive of duties materially and adversely inconsistent with Executive’s status as Centro US Executive Vice President – National Director of Leasing or a material and adverse alteration in the nature of the following: Executive’s duties and/or responsibilities, reporting obligations, titles or authority as Executive Vice President – National Director of Leasing;

(ii)     a reduction in Executive’s Base Salary or a failure to pay any such amounts when due;

(iii)    the relocation of Executive’s own office location to a location that is more than fifty (50) miles from New York, New York;

(iv)    any purported termination of Executive’s employment for Cause which is not effected pursuant to the procedures of Section 7(c) (and for purposes of this Agreement, no such purported termination shall be effective);

(v)     CWMJV’s failure to pay or provide any material employee benefits due to be provided to Executive under this Agreement including, but not limited to, a failure to allow the Executive to participate in all employee benefit plans, programs and arrangements contemplated under Section 6(f);

(vi)    CWMJV’s failure to provide in all material respects the indemnification set forth in Section 13 of this Agreement, or to require any successor to assume and agree to perform this Agreement as set forth in Section 15 of this Agreement;

(vii)   a Change in Control (as defined below);

(viii)  a reduction in the STI Range as provided for in Section 6(b); or

(ix)    the issuance of a notice by CWMJV to Executive indicating that CWMJV has elected not to renew or extend the Term for an Additional Period.

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Executive’s right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or mental illness. Executive’s continued employment during the thirty (30) day cure period referred to above in this paragraph (d) shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

If Executive terminates employment hereunder for Good Reason and thereafter accepts reemployment by CWMJV or any successor or Affiliate within six months of such termination of employment, Executive’s termination of employment shall retroactively not be considered a termination for Good Reason and Executive shall have no entitlement to any payments or benefits pursuant to Section 9(a). To the extent Executive has already received payments or benefits pursuant to Section 9(a), Executive shall repay to such payments or benefits or make other equitable restitution, as the Centro Board shall determine. It is the express intent of the parties that the provisions of this paragraph survive termination of this Agreement.

In furtherance of clause (ix) above, the issuance of a notice by the Executive, indicating that the Executive has elected not to renew or extend the Term for an Additional Period shall not constitute Good Reason.

For purposes of this Agreement, a “Change in Control” means the occurrence of one of the following events:

(1)           any person or party not currently affiliated with Centro gains control of fifty percent plus one share of Centro’s issued Stapled Securities; however, that an event described in this paragraph (1) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned entity (provided, that this exclusion applies solely to the ownership levels of the Company or the majority-owned entity), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any majority-owned entity, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive);

(2)           Centro sells, transfers or otherwise disposes of more than a fifty percent share of CWMJV or any Centro Affiliate then employing Executive or more than 50% of the assets of Centro US provided that the acquisition of ownership of such assets by another entity within Centro or affiliated with Centro or the assignment of Executive to work for such entity or Affiliate shall not be considered a Change in Control, but shall still be subject to the other provisions of Section 7(d) above.

If a Change in Control occurs, regardless of whether Executive elects to terminate his employment for Good Reason, all relocation benefits, unvested stock options and restricted stock grants received by Executive, regardless of any vesting conditions or performance and/or time hurdles, shall automatically vest 100% upon the occurrence of such Change in Control. In addition, in the event that Executive’s employment is terminated by CWMJV without Cause in

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contemplation of a Change in Control, then notwithstanding any other provision of this Agreement regarding the vesting of stock options and restricted stock grants, then all relocation benefits, unvested stock options and restricted.stock grants received by Executive, regardless of any vesting conditions or performance and/or time hurdles, shall automatically vest 100% upon such employment termination.

(e)           Without Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason by providing CWMJV with a Notice of Termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

8.            Termination Procedure.

(a)           Notice of Termination. Any termination of Executive’s employment by CWMJV or by Executive during the Term (other than termination pursuant to Section 7(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 16. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(b)           Date of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of his death, (ii) if Executive’s employment is terminated pursuant to Section 7(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), or (iii) if Executive’s employment is terminated for any other reason (other than for Cause), the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such Notice of Termination.

9.            Compensation Upon Termination or During Disability. In the event Executive is disabled or his employment terminates during the Term, CWMJV shall provide Executive with the payments and benefits set forth below; provided, however, as a specific condition to being entitled to any payments or benefits under this Section 9, Executive must have resigned all offices and positions with Centro and all of its subsidiaries and Affiliates and must have joined CWMJV in having executed a mutual release of Centro, CWMJV and their respective Affiliates, in the form attached hereto as Exhibit C. Executive acknowledges and agrees that the payments set forth in this Section 9 constitute liquidated damages for termination of his employment during the Term.

(a)           Termination By CWMJV Without Cause or By Executive for Good Reason. If Executive’s employment is terminated by CWMJV without Cause or by Executive for Good Reason:

(i)      CWMJV shall pay to Executive his Base Salary through the Date of Termination as soon as practicable following the Date of Termination, together with payment for unused vacation time, which shall be paid in

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accordance with the policies in place at the Date of Termination regarding paid time off,; and

(ii)     CWMJV shall pay to Executive as soon as practicable following the Date of Termination, a lump-sum payment equal to twelve months of his Base Salary and the average STI received by Executive for the two (2) preceding fiscal years ending on or prior to termination;

(iii)    CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iv)    Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of CWMJV;

(v)     Unless otherwise provided herein, unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(vi)    CWMJV shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of one (1) year following the Date of Termination the medical, hospitalization, dental, and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the CWMJV programs providing such benefits, CWMJV shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (“Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determine on a coverage-by-coverage, or benefit-by-benefit, basis);

The foregoing notwithstanding, the total of the severance payments payable under this Section 9(a) shall be reduced to the extent the payment of such amounts would cause Executive’s total termination benefits (as determined by Executive’s tax advisor) to constitute an “excess” parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

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(b)           Cause or By Executive Without Good Reason. If Executive’s employment is terminated by CWMJV for Cause or by Executive (other than for Good Reason):

(i)      CWMJV shall pay Executive his Base Salary and, to the extent required by law or CWMJV’s policies rgarding paid time off in effect as of the Date of Termination, payment for unused vacation time, as soon as practicable following the Date of Termination; and

(ii)     CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment, unless such termination resulted from a misappropriation of funds; and

(iii)    Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of CWMJV.

(c)           Disability. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“Disability Period”), Executive shall continue to receive his full Base Salary set forth in Section 6(a) until his employment is terminated pursuant to Section 7(b). In the event Executive’s employment is terminated for Disability pursuant to Section 7(b):

(i)      CWMJV shall pay to Executive his Base Salary through the Date of Termination, together with payment for unused vacation time, which shall be paid in accordance with policies in place at the Date of Termination regarding paid time off, as soon as practicable following the Date of Termination, and continued Base Salary (as provided for in Section 6(a)) for six (6) months; and

(ii)     CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iii)    Unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(iv)    Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the CWMJV.

(d)           Death. If Executive’s employment is terminated by his death:

(i)      CWMJV shall pay in a lump sum to Executive’s beneficiary, legal representatives or estate, as the case may be, Executive’s Base Salary through the Date of Termination and one (1) times Executive’s annual rate of Base Salary;

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(ii)     CWMJV shall reimburse Executive’s beneficiary, legal representatives, or estate, as the case may be, pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iii)    Unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(iv)    Executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of CWMJV.

10.          Mitigation. Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment. Additionally, amounts owed to Executive under this Agreement shall not be offset by any claims CWMJV may have against Executive, and CWMJV’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which CWMJV may have against Executive or others.

11.          Confidential Information; Ownership of Documents; Non-Competition.

(a)           Confidential Information. Executive shall hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which shall have been obtained by Executive during Executive’s employment by CWMJV and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, Executive shall not, without the prior written consent of CWMJV or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive shall use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform duties hereunder.

(b)           Removal of Documents; Rights to Products. All records, files, drawings, documents, models, equipment, and the like relating to the Company’s business, which Executive has control over shall not be removed from the Company’s premises without its written consent, unless such removal is in the furtherance of the Company’s business or is in connection with Executive’s carrying out his duties under this Agreement and, if so removed, shall be returned to the Company promptly after termination of Executive’s employment hereunder, or otherwise promptly after removal if such removal occurs following termination of

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employment. Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

(c)           Injunctive Relief. In the event of a breach or threatened breach of this Section 11, Executive agrees that CWMJV shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledging that damages would be inadequate and insufficient.

(d)           Continuing Operation. Except as specifically provided in this Section 11, the termination of Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 11.

12.          Indemnification.

(a)           General. CWMJV agrees that if Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a trustee, director, member or officer of the Company or any subsidiary of the Company or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while, serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the same extent as other officers and directors, as in effect from time to time, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators.

(b)           Expenses. As used in this Agreement, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a fight to indemnification under this Agreement.

(c)           Enforcement. If a claim or request under this Agreement is not paid by CWMJV or on its behalf, within thirty (30) days after a written claim or request has been received by CWMJV, Executive may at any time thereafter bring suit against CWMJV to recover the unpaid amount of the claim or request and, if Executive prevails in respect to the material issues, Executive shall be entitled to be paid also the Expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable New York law.

(d)           Partial Indemnification. If Executive is entitled under any provision of this Agreement to indemnification by CWMJV for some or a portion of any Expenses, but not,

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however, for the total amount thereof, CWMJV, shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

(e)           Advances of Expenses. Expenses incurred by Executive in connection with any Proceeding shall be paid by CWMJV in advance upon request of Executive that CWMJV pay such Expenses; but only in the event that Executive shall have delivered in writing to CWMJV (i) an undertaking to reimburse CWMJV for Expenses with respect to which Executive is not entitled to indemnification and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by CWMJV has been met.

(f)            Notice of Claim. Executive shall give to CWMJV notice of any claim made against him for which indemnification will or could be sought under this Agreement. In addition, Executive shall give CWMJV such information and cooperation as it may reasonably require and as shall be within Executive’s power and at such times and places as are convenient for Executive.

(g)           Defense of Claim. With respect to any Proceeding as to which Executive notifies CWMJV of the commencement thereof:

(i)      CWMJV will be entitled to participate therein at its own expense; and

(ii)     Except as otherwise provided below, to the extent that it may wish, CWMJV will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in CWMJV’s sole discretion may be regular counsel to CWMJV and may be counsel to other officers and directors of CWMJV or any subsidiary. Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between CWMJV and Executive, and under such circumstances the fees and expenses of such counsel shall be at the expense of CWMJV.

(iii)    CWMJV shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. CWMJV shall not settle any action or claim in any manner which would impose any penalty or limitation on Executive without Executive’s written consent. Neither CWMJV nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

(h)           Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 12 shall not be exclusive of any other right which Executive may have or hereafter may acquire under any statute, provision of the declaration of trust or certificate of incorporation or by-laws of CWMJV or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

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13.          Disputes

Any claim arising out of or relating to this Agreement, any other agreement between the Executive and Company or its Affiliates, the Executive’s employment with or any termination thereof (collectively, “Covered Claims”) shall (except to the extent otherwise provided in Section 11(c) hereof with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in New York, New York in accordance with the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association and this Section 13. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. CWMJV shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if Executive prevails in respect of the material issues in dispute of Executive’s claims brought and pursued in connection with such contest or dispute. Such reimbursement shall be made as soon as practicable following the final resolution of such contest or dispute to the extent CWMJV receives reasonable written evidence of such fees and expenses.

14.          Successors; Binding Agreement.

(a)           Company’s Successors. No rights or obligations of CWMJV under this Agreement may be assigned or transferred except that CWMJV will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that CWMJV would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” or “CWMJV” shall mean the Company or CWMJV, respectively, as herein before defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 14 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b)           Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executive’s death by giving CWMJV written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

15.          Notice. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, or sent by nationally-recognized, overnight courier or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

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If to Executive:

Mr. Michael Moss

c/o Centro Watt Management Joint Venture 2 LP

420 Lexington Avenue

7th Floor

New York, NY 10070

If to Centro:

Centro Properties Group

Level 3, 235 Springvale Road

Glen Waverley, VIC 3150

AUSTRALIA

Attention: Andrew T. Scott

If to CWMJV:

Centro Watt Management Joint Venture 2 LP

420 Lexington Avenue

7th Floor

New York, NY 10070

Attention: Glenn Rufrano

or to such other address as any party may have furnished to the others in writing in accordance herewith. All such notices and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of delivery by nationally-recognized, overnight courier, on the business day following dispatch and (c) in the case of registered or certified mailing, on the date received or refused.

16.           Miscellaneous. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of CWMJV, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles.

17.           Jurisdiction. Subject to the parties’ obligations under Section 13 hereunder, CWMJV, Centro and Executive each submits to the jurisdiction of any New York State Court or Federal Court of the United States of America sitting in the borough of Manhattan, and any

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appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each hereby agrees that all claims in respect of any such suit, action or proceeding shall be brought in and may be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal Court. CWMJV, Centro and Executive each waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State Court or Federal Court sitting in the borough of Manhattan..

18.          Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

19.          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

20.          Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, director, employee or representative of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled.

21.          Withholding. All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.

22.          Noncontravention. CWMJV represents that CWMJV is not prevented from entering into, or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or certificate of incorporation, or any agreement to which it is a party, other than which would not have a material adverse effect on CWMJV’s ability to enter into or perform this Agreement. Executive represents to CWMJV that he is not a party to any contract that would preclude him from accepting employment as Executive Vice President of Centro US and he has no reason to believe that accepting employment as Executive Vice President of Centro US would result in a disclosure of any confidential information of any prior employer.

23.          Section Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

24.          Centro Properties Group. Centro is executing this Agreement as a guarantor of all obligations of CWMJV hereunder and by its execution hereof agrees to all of the terms and conditions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

CENTRO PROPERTIES GROUP
By:	/s/ Andrew T. Scott
	Andrew T. Scott:
	Chief Executive Officer
CENTRO WATT MANAGEMENT JOINT
VENTURE 2, LP
By:	/s/ Glenn Rufrano
	Glenn Rufrano
	Chief Executive Officer
/s/ Michael Moss
MICHAEL MOSS

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EX-10.24

Exhibit 10.24

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made this 25th day of February, 2008 (the “Effective Date”), by and between Centro US Management Joint Venture 2, LP, successor by name change to Centro Watt Management Joint Venture 2, LP (“CUSMJV”), Centro Properties Group (and together with CUSMJV, the “Company”) and Michael Moss (“Executive”).

Preliminary Statement

A.By a certain employment agreement dated December 5th, 2007 (the “Agreement”), Company and Executive entered into a certain agreement regarding the employment of Executive, as more particularly described in the Agreement.

B.Section 6(d) of the Agreement, Relocation, provides that Company shall financially assist Executive in the acquisition of a new residence (the “Assistance”) in connection with Executive working from Company’s New York, New York office (the “Corporate Office”) as more particularly described therein. Executive has entered into a contract to purchase a new construction new residence (the “New Residence”) and has been working from the Corporate Office for six months. Section 6(d) also provides that Company shall give the Assistance at closing of the purchase on the New Residence. Section 6(d) did not contemplate that the New Residence would be new construction and that Executive would be working from the Corporate Office prior to closing on the purchase of the New Residence.

C.Company has previously wired One Hundred Twenty-One Thousand Three Hundred Thirty-One Dollars ($121,331) on June 18, 2007 and Sixty-Six Thousand Seven Hundred Sixty-Eight Dollars ($66,768) on October 18, 2007 (together, the “Initial Wires”) into a Dutchess Farm Estates Lot 7 Funding Account held by the seller of the New Residence

D.Company and Executive have agreed to amend the Agreement, as set forth below.

Agreement

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive, intending to be legally bound hereby, agree to amend the Agreement as hereinafter set forth:

1.The Preliminary Statement is incorporated herein by this reference.

2.All capitalized terms used, but not otherwise defined herein, shall have the meanings as set forth in the Agreement.

3.Section 6(d) is hereby amended so that Company shall provide the balance of the Assistance (Eight Hundred Eleven Thousand Nine Hundred One Dollars ($811,901) (the “Balance”), which amount represents the Assistance amount of One Million Dollars ($1,000,000) less the Initial Wires) now by wiring the Balance to an account of an escrow agent reasonably acceptable to Company, under an escrow agreement reasonably acceptable to Company, all of which shall be used to partially

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fund the closing of the purchase of the New Residence, promptly upon Executive delivering the wiring instructions for such escrow account.

4.Except as herein provided, all of the terms, covenants, conditions and stipulations contained in the Agreement shall continue with like force and effect.

5.This First Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns.

6.This First Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. For all purposes, photostatic or facsimile copies of original signatures shall be deemed to be originals of such signatures.

IN WITNESS WHEREOF, the parties hereto, on behalf of themselves and their respective successors and permitted assigns have executed this First Amendment as of the date first above written.

CENTRO US MANAGEMENT JOINT VENTURE 2, LP
By:	/s/ Glenn Rufrano
	Name: Glenn Rufrano
	Title: Chief Executive Officer
CENTRO PROPERTIES GROUP
By:	/s/ Glenn Rufrano
	Name: Glenn Rufrano
	Title: Chief Executive Officer
EXECUTIVE
By:	/s/ Michael Moss
	Michael Moss
	Title: Executive, VP Leasing

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EX-10.25

Exhibit 10.25

EMPLOYMENT AGREEMENT

AGREEMENT (“Agreement”), dated as of July 30, 2007 (“Effective Date”) by and among Centro Watt Management Joint Venture 2 LP, (“CWMJV”), Centro Properties Group, an entity listed on the Australian Securities Exchange (“Centro”) (collectively referred to as “Company”) and Leonard Brumberg (“Executive”).

RECITAL

CWMJV desires to employ Executive as of the Effective Date, on the terms and conditions set forth in this Agreement, and Executive desires to be so employed.

AGREEMENT

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1.Employment. CWMJV hereby agrees to employ Executive and Executive hereby agrees to accept such employment, on the terms and conditions hereinafter set forth.

2.Prior Agreements. The Parties hereby agree that this Agreement terminates and supersedes the Employment Agreement between Executive and New Plan Realty Trust, Inc. dated as of September 14, 2000 (“Prior Employment Agreement”) and that any provisions of the Prior Employment Agreement that specifically survive closing are hereby waived and deemed to be null and void and no force or effect. Accordingly, as of the Effective Date, neither the Company (or Centro NP LLC, the corporate successor to New Plan Excel Realty Trust, Inc.) nor the Executive shall have any rights or obligations pursuant to the Prior Employment Agreement; provided, however, that prior service with New Plan Realty Trust, Inc will be recognized for all relevant purposes including, without limitation, Sections 6(e) and (f) of this Agreement.

3.Term. Executive’s employment by CWMJV hereunder shall commence on the Effective Date and shall continue for one (1) year (“Original Term”). The term of employment hereunder shall thereafter be automatically extended for an unlimited number of additional one-year periods (each, an “Additional Term”, and together with the Original Term and any Additional Terms, the “Term”) unless, at least 180 days prior to the expiration of the Term, either the Executive or the Company gives written notice to the other that it is electing not to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 7 hereof, but subject to the provisions of Sectin 9 hereof. At the time Executive ceases to be a full-time employee of CWMJV, the Executive agrees that he shall resign from any office he holds with Company and its subsidiaries and any entity in control of, controlled by or under common control with the Company or in which the Company owns any common or preferred stock or any ownership interest or any entity in control of, controlled by or under common control with such entity (“Affiliate”).

4.Position and Duties

Executive Vice President — Portfolio Management. During the Term, the Executive shall serve as the Executive Vice President - Portfolio Management of all United States operations of Centro and its Affiliates (“Centro US”); shall have all authorities, duties and responsibilities customarily exercised by an individual serving as the Executive Vice President - Portfolio Management of an entity of the size and nature of Centro US; shall have such other duties, authorities and responsibilities as the Centro US Chief Investment Officer may from time to time reasonably designate, consistent with the foregoing; and shall report directly to the Centro US Chief Investment Officer. Executive will comply with the Company’s policies including, but not limited to, the Code of Conduct and the Employee Trading in Securities Policy. During the Term, the Executive shall devote substantially all of his business time and efforts to the business and affairs of Centro US (unless otherwise directed by the Centro US Chief Investment Officer); however, nothing shall preclude the Executive from the following: (i) serving on the boards of a reasonable number of non-competing business entities, trade associations and charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) accepting and fulfilling a reasonable number of speaking engagements, and (iv) managing his personal financial and legal affairs provided that such activities do not either individually or in the aggregate interfere with the proper performance of his duties and responsibilities hereunder and are not likely to be contrary to the Company’s interests. The Executive has disclosed to the Company a list of boards of which he is currently a member, and the Company has consented to his continued membership on such boards. The Executive shall give prior written notice before joining any new business board on or after the Effective Date.

5.Place of Performance. The principal place of employment of Executive shall be at the Company’s US corporate offices in New York, New York.

6.Compensation and Related Matters.

(a)Salary. During the Term, CWMJV shall pay Executive an annual base salary of not less than US$338,600 (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with CWMJV’s customary payroll practices. If Executive’s Base Salary is increased, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.

(b)Short Term Incentive-Bonus. Executive shall be eligible for an annual short term incentive-bonus (“STI”) based on the achievement of certain financial goals. For the financial year ending June 30, 2008, fifty percent of the STI will be based on achievement of Centro Distributions per Security target and maximum goals (as defined by the Centro Board) and fifty percent of the STI will be based on achievement of Centro US Funds from Operations target and maximum goals (as defined by the Centro CEO and the Centro US CEO). The target and maximum goals for the financial year ending June 30, 2008 shall be established prior to July 31, 2007. If a target goal is achieved, Executive shall receive a STI of 25% of Base Salary for that STI measure. If a maximum goal is achieved, Executive shall receive a STI of 37.5% of Base Salary for that STI measure. If performance for a measure between target goal and maximum goal is achieved, Executive shall receive a pro rata STI between 25% and 37.5% of Base Salary for that measure. Any payment of a prorated STI, if target for a measure is not

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achieved, shall be subject to the discretion of the Centro Board. For the financial year ending June 30, 2007, Executive shall be eligible for a guaranteed STI payment (the “Stub STI Payment”) between US$45,000 and US$65,000, the amount of such guaranteed STI within such range to be at the discretion of the Centro Board payable within 5 days following the execution of this agreement. For financial years commencing after June 30, 2008, the Centro Board may change the basis upon which STI may be calculated, but if the target is achieved the Executive shall continue to receive an STI payout of a total of 50% of Base Salary and if the maximum goal is achieved the payout shall be a total of 75% of Base Salary (the “STI Range”). If Executive’s employment is terminated for any reason prior to the end of a financial year, he shall not be entitled to a prorated STI unless otherwise specifically agreed by the Centro Board. Notwithstanding anything contained herein to the contrary, a change in the basis upon which STI may be calculated after June 30, 2008 (but not a reduction to the STI Range) shall not constitute a breach or violation of this Agreement by the Company or constitute Good Reason for Executive to terminate his employment. With the exception of the STI for the financial year ending June 30, 2007, all STI amounts will be paid at the first appropriate opportunity after June 30 of that financial year, but not later than July 31 of that same calendar year.

(c)Long Term Incentive Compensation Executive shall from time to time be invited to participate in the Centro Employee Security Plan, the Centro Executive Option Plan or other stock or option related plans that may be developed in the future. The Centro Board shall periodically review the nature and extent of such plans in line with comparable market practice.

(d)Expenses. CWMJV shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with CWMJV’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of CWMJV.

(e)Vacation. Executive shall be entitled to the number of weeks of vacation per year provided to the CWMJV’s senior executive officers, but in no event less than four (4) weeks annually.

(f)Welfare, Pension and Incentive Benefit Plans. During the Term, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available to other CWMJV senior executives generally, including, without limitation, pension, income deferral, savings, 401 (k), and other retirement plans or programs, medical, dental, vision, prescription drug, hospitalization, short-term and long-term disability and life insurance plans and programs, accidental death and dismemberment protection, travel accident insurance, and any other employee benefit plan, program or arrangement that may from time to time be made available to other CWMJV senior executives generally, including any plans, programs or arrangements that supplement the above-listed types of plans, programs or arrangements, whether funded or unfunded, subject to the terms of the applicable plan documents and generally applicable CWMJV policies, in each case on terms and conditions that are no less favorable to him than those applying to other CWMJV senior executives generally. To the extent that post-retirement welfare and other benefits then exist, the Executive shall be entitled to post-retirement welfare and other benefits on terms and conditions that are no less favorable to him than those applying to other CWMJV senior executives generally. Nothing in this Section 6(f) shall be construed to require CWMJV to establish or maintain any particular

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employee or post-retirement benefit plan, program or arrangement except as expressly set forth elsewhere in this Agreement. CWMJV may, to the extent consistent with the foregoing, alter, modify, supplement or delete its employee and post-retirement benefit plans at any time as it sees fit without recourse by the Executive, subject to the terms of this Section 6(f).

(g)No Hedging. During the Term, Executive will not in any way attempt to limit the financial risk with respect to stock options or restricted stock which are not vested by means of any hedging (including without limitation, selling short) or other techniques.

7.Termination. Notwithstanding the foregoing, Executive’s employment hereunder may be terminated during the Term under the following circumstances:

(a)Death. Executive’s employment hereunder shall terminate upon his death.

(b)Disability. If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder for an entire period of one hundred twenty (120) consecutive days, and within thirty (30) days after written Notice of Termination (as defined in Section 8(a)) is given after such one hundred twenty (120) day consecutive period, Executive shall not have returned to the substantial performance of his duties on a full-time basis, CWMJV shall have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement, but shall be subject to the terms of Section 9(c).

(c)Cause. CWMJV shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that no termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Centro Chief Executive Officer of the intention to terminate him for Cause (the “Notice of Intention”). The Notice of Intention shall state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have 10 days after receiving the Notice of Intention in which to cure the purported grounds for termination asserted therein. Termination for Cause shall be effective immediately upon the Centro Chief Executive Officer’s issuance to Executive of a written Termination for Cause Notice in the event that Executive fails to cure the purported grounds for termination within such 10 day period. Any allegation that Cause existed, or that cure was not achieved, shall be subject to review, at the Executive’s election, through arbitration in accordance with Section 14 hereof.

For purposes of this Agreement, CWMJV shall have “Cause” to terminate Executive’s employment upon Executive’s:

(i)conviction of, or plea of guilty or nolo contendere to, a felony; or

(ii)willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the

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issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 7(d)) after demand for substantial performance is delivered by CWMJV in writing that specifically identifies the manner in which CWMJV believes Executive has willfully and continually failed to use reasonable best efforts to substantially perform his duties hereunder; or

(iii)willful misconduct that has a materially adverse effect on the Company or to any Affiliate.

For purposes of this Section 7(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have occurred if the Executive’s action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action.

(d)Good Reason. Executive may terminate his employment for “Good Reason” within thirty (30) days after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events that has not been cured within thirty (30) days after written notice thereof has been given by Executive to the Company; provided, however, that any allegation that Good Reason existed, or that cure was not achieved, shall be subject to review, at CWMJV’s election, through arbitration in accordance with Section 14 hereof:

(i)the assignment to Executive of duties materially and adversely inconsistent with Executive’s status as Centro US Executive Vice President - Portfolio Management or a material and adverse alteration in the nature of the following: Executive’s duties and/or responsibilities, reporting obligations, titles or authority as Executive Vice President - Portfolio Management;

(ii)a reduction in Executive’s Base Salary or a failure to pay any such amounts when due;

(iii)a failure by the Company to pay the Stub STI Payment due June 30, 2007 as described in Section 6(b) within 5 days following the execution of this agreement;

(iv)a failure by the Company to pay either the First Payment or the Second Payment pursuant to Section 10 when due:

(v)the relocation of Executive’s own office location to a location that is more than fifty (50) miles from New York, New York;

(vi)any purported termination of Executive’s employment for Cause which is not effected pursuant to the procedures of Section 7(c) (and for purposes of this Agreement, no such purported termination shall be effective);

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(vii)CWMJV’s failure to pay or provide any material employee benefits due to be provided to Executive under this Agreement including, but not limited to, a failure to allow the Executive to participate in all employee benefit plans, programs and arrangements contemplated under Section 6(f);

(viii)CWMJV’s failure to provide in all material respects the indemnification set forth in Section 13 of this Agreement, or to require any successor to assume and agree to perform this Agreement as set forth in Section 15 of this Agreement;

(ix)a Change in Control (as defined below);

(x)a reduction in the STI Range as provided for in Section 6(b); or

(xi)the issuance of a notice by CWMJV to Executive indicating that CWMJV has elected not to renew or extend the Term for an Additional Period.

Executive’s right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or mental illness. Executive’s continued employment during the thirty (30) day cure period referred to above in this paragraph (d) shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

If Executive teiminates employment hereunder for Good Reason and thereafter accepts reemployment by CWMJV or any successor or Affiliate within six months of such termination of employment, Executive’s termination of employment shall retroactively not be considered a termination for Good Reason and Executive shall have no entitlement to any payments or benefits pursuant to Section 9(a). To the extent Executive has already received payments or benefits pursuant to Section 9(a), Executive shall repay to such payments or benefits or make other equitable restitution, as the Centro Board shall determine. It is the express intent of the parties that the provisions of this paragraph survive termination of this Agreement.

As provided in Section 2 of this Agreement, any similar provision contained in the Prior Employment Agreement is specifically waived and notwithstanding the terms thereof shall not survive the termination of the Prior Employment Agreement.

In furtherance of clause (xii) above, the issuance of a notice by the Executive, indicating that the Executive has elected not to renew or extend the Term for an Additional Period shall not constitute Good Reason.

For purposes of this Agreement, a “Change in Control” means the occurrence of one of the following events:

(1)any person or party not currently affiliated with Centro gains control of fifty percent plus one share of Centro’s issued Stapled Securities; however, that an event described in this paragraph (1) shall not be deemed to be a

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Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned entity (provided, that this exclusion applies solely to the ownership levels of the Company or the majority-owned entity), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any majority-owned entity, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive);

(2)Centro sells, transfers or otherwise disposes of more than a fifty percent share of CWMJV or any Centro Affiliate then employing Executive or more than 50% of the assets of or aggregate interests in Centro US provided that the acquisition of ownership or such assets by another entity within Centro or affiliated with Centro or the assignment of Executive to work for such entity or Affiliate shall not be considered a Change in Control, but shall still be subject to the other provisions of Section 7(d) above.

If a Change in Control occurs, regardless of whether Executive elects to terminate his employment for Good Reason, all unvested stock options and restricted stock grants received by Executive, regardless of any vesting conditions or performance and/or time hurdles, shall automatically vest 100% upon the occurrence of such Change in Control. In addition, in the event that Executive’s employment is terminated by CWMJV without Cause in contemplation of a Change in Control, then notwithstanding any other provision of this Agreement regarding the vesting of stock options and restricted stock grants, then all unvested stock options and restricted stock grants received by Executive, regardless of any vesting conditions or performance and/or time hurdles, shall automatically vest 100% upon such employment termination..

(e)Without Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason by providing CWMJV with a Notice of Termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

8.Termination Procedure.

(a)Notice of Termination. Any termination of Executive’s employment by CWMJV or by Executive during the Term (other than termination pursuant to Section 7(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 16. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(b)Date of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of his death, (ii) if Executive’s employment is terminated pursuant to Section 7(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), or (iii) if Executive’s employment is terminated for any other

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reason (other than for Cause), the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such Notice of Termination.

9.Compensation Upon Termination or During Disability. In the event Executive is disabled or his employment terminates during the Term, CWMJV shall provide Executive with the payments and benefits set forth below; provided, however, as a specific condition to being entitled to any payments or benefits under this Section 9, Executive must have resigned all offices and positions with Centro and all of its subsidiaries and Affiliates and must have joined CWMJV in having executed a mutual release of Centro, CWMJV and their respective Affiliates, in the form attached hereto as Exhibit C. Executive acknowledges and agrees that the payments set forth in this Section 9 constitute liquidated damages for termination of his employment during the Term.

(a)Termination B yCWMJV Without Cause or By Executive for Good Reason. If Executive’s employment is terminated by CWMJV without Cause or by Executive for Good Reason:

(i)CWMJV shall pay to Executive his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and

(ii)CWMJV shall pay to Executive as soon as practicable following the Date of Termination, a lump-sum payment equal to twelve months of his Base Salary and the average STI received by Executive for the two (2) preceding fiscal years ending on or prior to termination or, where necessary to calculate the average due to a termination prior to the completion of two (2) fiscal years with CWMJV, those bonus payments received by Executive from New Plan Excel Realty Trust, Inc. during the relevant period required to permit a two (2) year average calculation;

(iii)CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iv)Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of CWMJV;

(v)Unless otherwise provided herein, unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(vi)CWMJV shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of one (1) year following the Date of Termination the medical, hospitalization, dental, and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect

8

and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the CWMJV programs providing such benefits, CWMJV shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (“Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determine on a coverage-by-coverage, or benefit-by-benefit, basis);

(vii)CWMJV shall pay to Executive as soon as practicable following the Date of Termination the First Payment and the Second Payment to the extent either has not already been received by the Executive.

The foregoing notwithstanding, the total of the severance payments payable under this Section 9(a) shall be reduced to the extent the payment of such amounts would cause Executive’s total termination benefits (as determined by Executive’s tax advisor) to constitute an “excess” parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

(b)Cause or By Executive Without Good Reason. If Executive’s employment is terminated by CWMJV for Cause or by Executive (other than for Good Reason):

(i)CWMJV shall pay Executive his Base Salary and, to the extent required by law or CWMJV vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and

(ii)CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment, unless such termination resulted from a misappropriation of funds; and

(iii)Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of CWMJV;

(c)Disability. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“Disability Period”), Executive shall continue to receive his full Base Salary set forth in Section 6(a) until his

9

employment is terminated pursuant to Section 7(b). In the event Executive’s employment is terminated for Disability pursuant to Section 7(b):

(i)CWMJV shall pay to Executive his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and continued Base Salary (as provided for in Section 6(a)) for six (6) months; and

(ii)CWMJV shall reimburse Executive pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iii)Unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(iv)Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the CWMJV;

(v)CWMJV shall pay to Executive the First Payment and the Second Payment-to the extent either has not already been received by the Executive.

(d)Death. If Executive’s employment is terminated by his death:

(i)CWMJV shall pay in a lump sum to Executive’s beneficiary, legal representatives or estate, as the case may be, Executive’s Base Salary through the Date of Termination and one (1) times Executive’s annual rate of Base Salary;

(ii)CWMJV shall reimburse Executive’s beneficiary, legal representatives, or estate, as the case may be, pursuant to Section 6(d) for reasonable expenses incurred, but not paid prior to such termination of employment;

(iii)Unvested stock options and restricted stock granted to Executive that vest based on performance shall be forfeited immediately unless the Centro Board decides otherwise;

(iv)Executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of CWMJV;

(v)CWMJV shall pay to Executive the First Payment and the Second Payment-to the extent either has not already been received by the Executive.

10.Retention Bonus.  CWMJV agrees to pay the Executive $985,000 (Nine Hundred Eighty Five Thousand Dollars) in consideration of Executive entering into this Agreement (the

10

“Retention Bonus”). The Retention Bonus shall be payable in two parts; (i) fifty percent (50%) of the Retention Bonus shall be paid within 5 business days of the date of execution of this Agreement (the “First Payment”), subject to the forfeiture rule described in the next sentence, and (ii) except for such earlier payment as may be required by Sections 9(a), 9(c) or 9(d), the remaining fifty percent (50%) of the Retention Bonus shall be paid on April 20, 2008 (the “Second Payment”). If Executive terminates his employment under Section 9(b) prior to October 19, 2007, Executive promptly shall repay the amount of the First Payment (and provided Executive has not terminated his employment under Section 9(b) prior to October 19, 2007, the First Payment shall be irrevocable and not subject to any repayment after October 19, 2007). In addition, if Executive terminates employment under Section 9(b) prior to April 20, 2008, Executive shall forfeit the Second Payment. In addition, in the event that CWMJV issues a notice to Executive indicating that CWMJV has elected not to renew or extend the Term for an Additional Period such that this Agreement will expire upon the one year anniversary of the date of this Agreement, then, in addition to the other rights and benefits afforded Executive pursuant to Section 9(a), the Second Payment shall be due and payable simultaneously with CWMJV providing such non-renewal/non-extension notice.

11.         Mitigation. Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment. Additionally, amounts owed to Executive under this Agreement shall not be offset by any claims CWMJV may have against Executive, and CWMJV’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which CWMJV may have against Executive or others.

12.         Confidential Information; Ownership of Documents; Non-Competition.

(a)           Confidential Information. Executive shall hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which shall have been obtained by Executive during Executive’s employment by CWMJV and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, Executive shall not, without the prior written consent of CWMJV or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive shall use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform duties hereunder.

(b)           Removal of Documents; Rights to Products.  All records, files, drawings, documents, models, equipment, and the like relating to the Company’s business, which Executive has control over shall not be removed from the Company’s premises without its written consent, unless such removal is in the furtherance of the Company’s business or is in

11

connection with Executive’s carrying out his duties under this Agreement and, if so removed, shall be returned to the Company promptly after termination of Executive’s employment hereunder, or otherwise promptly after removal if such removal occurs following telmination of employment. Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

(c)           Injunctive Relief. In the event of a breach or threatened breach of this Section 12, Executive agrees that CWMJV shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledging that damages would be inadequate and insufficient.

(d)           Continuing Operation. Except as specifically provided in this Section 12, the termination of Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 12.

13.           Indemnification.

(a)           General. CWMJV agrees that if Executive is made a party or a threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a trustee, director or officer of the Company or any subsidiary of the Company or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while, serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the same extent as other officers and directors, as in effect from time to time, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators.

(b)           Expenses. As used in this Agreement, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a fight to indemnification under this Agreement.

(c)           Enforcement. If a claim or request under this Agreement is not paid by CWMJV or on its behalf, within thirty (30) days after a written claim or request has been received by CWMJV, Executive may at any time thereafter bring suit against CWMJV to recover the unpaid amount of the claim or request and, if Executive prevails in respect to the material issues, Executive shall be entitled to be paid also the Expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable New York law.

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(d)           Partial Indemnification. If Executive is entitled under any provision of this Agreement to indemnification by CWMJV for some or a portion of any Expenses, but not, however, for the total amount thereof, CWMJV, shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

(e)           Advances of Expenses. Expenses incurred by Executive in connection with any Proceeding shall be paid by CWMJV in advance upon request of Executive that CWMJV pay such Expenses; but only in the event that Executive shall have delivered in writing to CWMJV (i) an undertaking to reimburse CWMJV for Expenses with respect to which Executive is not entitled to indemnification and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by CWMJV has been met.

(f)            Notice of Claim. Executive shall give to CWMJV notice of any claim made against him for which indemnification will or could be sought under this Agreement. In addition, Executive shall give CWMJV such information and cooperation as it may reasonably require and as shall be within Executive’s power and at such times and places as are convenient for Executive.

(g)           Defense of Claim. With respect to any Proceeding as to which Executive notifies CWMJV of the commencement thereof:

(i)            CWMJV will be entitled to participate therein at its own expense; and

(ii)           Except as otherwise provided below, to the extent that it may wish, CWMJV will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in CWMJV’s sole discretion may be regular counsel to CWMJV and may be counsel to other officers and directors of CWMJV or any subsidiary. Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between CWMJV and Executive, and under such circumstances the fees and expenses of such counsel shall be at the expense of CWMJV.

(iii)          CWMJV shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. CWMJV shall not settle any action or claim in any manner which would impose any penalty or limitation on Executive without Executive’s written consent. Neither CWMJV nor Executive will unreasonably withhold or delay their consent to any proposed, settlement.

(h)           Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 13 shall not be exclusive of any other right which Executive may have or hereafter may acquire under any statute, provision of the declaration of trust or certificate of incorporation or by-laws of CWMJV or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

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14.         Disputes

Any claim arising out of or relating to this Agreement, any other agreement between the Executive and Company or its Affiliates, the Executive’s employment with or any termination thereof (collectively, “Covered Claims”) shall (except to the extent otherwise provided in Section 12(c) hereof with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in New York, New York in accordance with the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association and this Section 14 and each of CWMJV, Centro and Executive submits to jurisdiction in New York, New York for such arbitration. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. CWMJV shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if Executive prevails in respect of the material issues in dispute of Executive’s claims brought and pursued in connection with such contest or dispute. Such reimbursement shall be made as soon as practicable following the final resolution of such contest or dispute to the extent CWMJV receives reasonable written evidence of such fees and expenses.

15.         Successors; Binding Agreement.

(a)           Company’s Successors. No rights or obligations of CWMJV under this Agreement may be assigned or transferred except that CWMJV will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of CWMJV or Centro to expressly assume and agree to perform this Agreement in the same manner and to the same extent that CWMJV and/or Centro would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” or “CWMJV” shall mean the Company or CWMJV, respectively, as herein before defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b)           Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executive’s death by giving CWMJV written notice thereof. In the event of Executive’s death or a judicial deteimination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in

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accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

16.           Notice.   All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, or sent by nationally-recognized, overnight courier or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to Executive:

Mr. Leonard Brumberg

c/o Centro Watt Management Joint Venture 2 LP

420 Lexington Avenue

7th Floor

New York, NY 10070

If to Centro:

Centro Properties Group

Level 3, 235 Springvale Road

Glen Waverley, VIC 3150

AUSTRALIA

Attention: Andrew T. Scott

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If to CWMJV:

Centro Watt Management Joint Venture 2 LP

420 Lexington Avenue

7th Floor

New York, NY 10070

Attention Steven F. Siegel

or to such other address as any party may have furnished to the others in writing in accordance herewith. All such notices and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of delivery by nationally-recognized, overnight courier, on the business day following dispatch and (c) in the case of mailing, on the third business day following such mailing.

17.         Miscellaneous. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of CWMJV, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles.

18.         Jurisdiction. Subject to the obligations with respect to arbitration as provided in Section 14 hereof, CWMJV, Centro and Executive each submits to the jurisdiction of any New York State Court or Federal Court of the United States of America sitting in the borough of Manhattan, and any appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each hereby agrees that all claims in respect of any such suit, action or proceeding shall be brought in and may be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal Court. CWMJV, Centro and Executive each waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State Court or Federal Court sitting in the borough of Manhattan..

19.         Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

20.         Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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21.         Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, director, employee or representative of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled.

22.         Withholding. All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.

23.         Noncontravention.  CWMJV represents that CWMJV is not prevented from entering into, or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or certificate of incorporation, or any agreement to which it is a party, other than which would not have a material adverse effect on CWMJV’s ability to enter into or perform this Agreement. Executive represents to CWMJV that he is not a party to any contract that would preclude him from accepting employment as Chief Executive Officer of Centro US and he has no reason to believe that accepting employment as Chief Executive Officer of Centro US would result in a disclosure of any confidential information of any prior employer.

24.         Section Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

25.         Centro Properties Group. Centro is executing this Agreement as a guarantor of all obligations of CWMJV hereunder and by its execution hereof agrees to all of the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

CENTRO PROPERTIES GROUP
By:	/s/Andrew T. Scott
	Name: Andrew T. Scott
	Title: Chief Executive Officer
CENTRO WATT MANAGEMENT JOINT VENTURE 2 LP
By:	/s/ Andrew T. Scott
	Name: Andrew T. Scott
	Title: Chief Executive Officer Centro Properties Group
/s/ LEONARD BRUMBERG
LEONARD BRUMBERG

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EX-21

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Exhibit 21

Subsidiaries of Centro NP LLC

CA New Plan Acquisition Fund Delaware, LLC (DE)

CA New Plan Acquisition Fund Louisiana, LLC (DE)

CA New Plan Acquisition Fund Texas I, L.P. (TX)

CA New Plan Acquisition Fund Texas, LLC (TX)

CA New Plan Acquisition Fund, LLC (DE)

CA New Plan Asset LLC (DE)

CA New Plan Asset Partnership IV, LP (DE)

CA New Plan DIF Delaware, LLC (DE)

CA New Plan DIF Texas I, L.P. (TX)

CA New Plan DIF Texas, LLC (TX)

CA New Plan Fixed Rate Partnership, LP (DE)

CA New Plan Fixed Rate SPE LLC (DE)

CA New Plan IV (MD REIT)

CA New Plan Management, LLC (DE)

CA New Plan Sarasota Holdings SPE, LLC (DE)

CA New Plan Sarasota, L.P. (DE)

CA New Plan Texas Assets, LLC (DE)

CA New Plan V (MD REIT)

CA New Plan Venture Fund Delaware, LLC (DE)

CA New Plan Venture Fund Texas I, L.P. (TX)

CA New Plan Venture Fund Texas, LLC (TX)

CA New Plan Venture Fund, LLC (DE)

CA New Plan Venture Direct Investment Fund, LLC (DE)

CA New Plan Venture Partner (MD REIT)

CA New Plan VI (MD REIT)

CA New Plan Victoria Holdings SPE, LLC (DE)

CA New Plan Victoria, L.P. (DE)

CA New Plan Villa Monaco Holdings SPE, LLC (DE)

CA New Plan Villa Monaco, L.P. (DE)

Centro NP ERT, LLC (DE)

Centro NP Holdings 10 SPE, LLC

Centro NP Ivyridge SC, LLC (DE)

ERP Australian Member, LLC (DE)

ERP Financing, LLC (DE)

ERP Fox Run, LLC (DE)

ERP Hillcrest, LLC (DE)

ERP Mingo Marketplace, LLC (DE)

ERP of Midway, LLC (DE) f/k/a New Plan of Midway, Inc.

ERPF, LLC (DE)

ERT 163rd Street Mall, LLC (DE)

ERT AusMgt GP LLC (DE)

ERT AusMgt LP Corp. (DE)

ERT Australian Management, LP (DE)

ERT CIC, LLC (DE)

ERT Development Corporation (DE)

ERT Pointe Orlando, Inc. (NY)

Excel Realty Partners, L.P. (DE)

Excel Realty Trust—NC (NC)

Excel Realty Trust—ST, LLC (DE)

HK New Plan Arvada Plaza, LLC (DE)

HK New Plan Covered Sun, LLC (DE)

HK New Plan ERP Property Holdings, LLC (DE)

HK New Plan Exchange Property Holdings, I, LLC (DE)

HK New Plan Exchange Property Owner I LLC (DE)

HK New Plan Exchange Property Owner II, LP (DE)

HK New Plan Festival Center (IL), LLC (DE)

HK New Plan Hunt River Commons, LLC (DE)2

HK New Plan Karl Plaza GP, LLC (DE)

HK New Plan Karl Plaza, L.P. (DE)

HK New Plan Lower Tier OH, LLC (DE)

HK New Plan Macon Chapman TRS GP Company (DE Corp.)

HK New Plan Marwood Sunshine Cheyenne, LLC (DE)

HK New Plan Merchants Crossing, LLC (DE)

HK New Plan Mid Tier OH. LP. (DE)

HK New Plan OH TRS, Inc. (DE Corp.)

HK New Plan Olympia Corners, LLC (DE)

HK New Plan STH Lower Tier, LLC (DE)

HK New Plan STH Mid Tier I, LLC (DE)

HK New Plan STH Mid Tier II, LLC (DE)

HK New Plan STH Upper Tier I, LLC (DE)

HK New Plan STH Upper Tier II Company (MD REIT)

HK New Plan Vineyards GP LLC (DE)

HK New Plan Vineyards, LP (DE)

NC Properties #1, LLC (DE)

NC Properties #2, LLC (DE)

New Plan Australian Management, L.P. (DE)

New Plan Australian Member LLC (DE)

New Plan Baybrook Management Company, LLC (DE)

New Plan Baybrook Partner, LLC (DE)

New Plan Cinnaminson Urban Renewal, L.L.C. (NJ)

New Plan Conyers Crossroads Management Company II, LLC (DE)

New Plan Conyers Crossroads Management Company, LLC (DE)

New Plan Cummings Management Company, LLC (DE)

New Plan Cummings Partner, LLC (DE)

New Plan Disbursing LLC (DE)

New Plan DRP Trust (MD REIT)

New Plan East Cherokee Management Company, LLC (DE)

New Plan EastChase Management Company, LLC (DE)

New Plan ERP Limited Partner Company (MD REIT)

New Plan ERT HD Florida, LLC (DE)

New Plan ERT HD Louisiana, LLC (DE)

New Plan ERT HD Ohio, LLC (DE)

New Plan ERT Tyrone Gardens, LLC (DE)

New Plan Financing I, LLC (DE)

New Plan Florida Holdings, LLC (DE)

New Plan Flowery Branch Management Company, LLC (DE)

New Plan Hampton Village, LLC (DE)

New Plan Hickory Hollow Member, LLC (DE)

New Plan Hickory Hollow Owner, LLC (DE)

New Plan Hickory Hollow Property Manager, LLC (DE)

New Plan Institutional Retail Partner II, LLC (DE)

New Plan Institutional Retail Partner, LLC (DE)

New Plan Lake Grove Management Company, LLC (DE)

New Plan Maryland Holdings, LLC (DE)

New Plan Meridian Management Company, LLC (DE)

New Plan Midway Village SC, LLC (DE)

New Plan Montecito Marketplace Phase I Management Company, LLC (DE)

New Plan Montecito Marketplace Phase II Management Company, LLC (DE)

New Plan MP Management, LLC (DE)

New Plan New London Management Company, LLC (DE)

New Plan NPK Management I, LLC (DE)

New Plan NPK Redevelopment I, LLC (DE)

New Plan of Arlington Heights LLC (DE)

New Plan of Cinnaminson, Inc. (DE)

New Plan of Cinnaminson, LP (DE)

New Plan of Hillside Village, LLC (DE)

New Plan of Laurel Mall, LLC (DE)

New Plan of Memphis Commons, LLC (DE)

New Plan of Michigan Member, LLC (DE)

New Plan of Michigan, LLC (DE)

New Plan of New Garden, LLC (DE)

New Plan of Silver Points, LLC (DE)

New Plan of Tennessee, LLC (DE)

New Plan of West Ridge, LLC (DE)

New Plan Pennsylvania Holdings, LLC (DE)

New Plan Property Holding Company (MD REIT)

New Plan Quail Springs Management Company, LLC (DE)

New Plan Realty Trust, LLC (DE)

New Plan Riverplace Management Company, LLC (DE)

New Plan Skytop Pavilion Management Company, LLC (DE)

New Plan Tenaya Village Management Company, LLC (DE)

New Plan Tyrone Gardens Mgmt. Co., LLC (DE)

New Plan Wakefield Commons Management Company, LLC (DE)

New Plan Westgate Management Company LLC (DE)

New Plan Westgate Partners, LLC (DE)

New Plan Westpark Management Company, LLC (DE)

New Plan Westpark Management Company II, LLC (DE)

New Rolling Meadows Management Company, LLC (DE)

NewSem Tyrone Gardens Property Owner, LLC (DE)

NewSem Tyrone Gardens, LLC (DE)

NP AusMgt GP, LLC (DE)

NP AusMgt LP, LLC (DE)

NP of Tennessee, LP (DE)

NP/SSP Baybrook, LLC (DE)

NPHV, LLC (DE)

NPTN, Inc. (DE)

Pointe Orlando Development Company (CA)

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Exhibit 21

EX-31.1

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Exhibit 31.1

CERTIFICATION

I, Michael Carroll, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Centro NP LLC;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 30, 2009

/s/ MICHAEL CARROLL
Michael Carroll
Chief Executive Officer

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Exhibit 31.1

CERTIFICATION

EX-31.2

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Exhibit 31.2

CERTIFICATION

I, John Braddon, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Centro NP LLC;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 30, 2009

/s/ JOHN BRADDON
John Braddon
Chief Financial Officer

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Exhibit 31.2

CERTIFICATION

EX-32.1

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EXHIBIT 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        The undersigned, the Chief Executive Officer and the Chief Financial Officer of Centro NP LLC (the "Company"), each hereby certifies that, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge on the date hereof:

(a)

the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL CARROLL
Michael Carroll
Chief Executive Officer
March 30, 2009

/s/ JOHN BRADDON
John Braddon
Chief Financial Officer
March 30, 2009

        A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Centro NP LLC and will be retained by Centro NP LLC and furnished to the Securities and Exchange Commission or its staff upon request.

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EXHIBIT 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002