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

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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 Len