FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

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

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

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

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

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

1 .                                        Amendments to Credit Agreement .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)                                   cause the Super Entities and the Guarantors to cooperate fully with the Lenders and their respective agents and professionals (legal and financial), including in connection with any financial review or appraisal of the businesses, assets or financial condition of the Super Entities, to provide such Lenders and their agents and professionals with all reasonably requested information, in all cas