Exhibit
4.1


SUCCESSOR SUPPLEMENTAL INDENTURE

(to Indenture dated as of January 30, 2004)


SUCCESSOR SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of April 20, 2007, by and between Super
IntermediateCo LLC, a Maryland limited liability company (the “Successor”), as successor to New Plan Excel
Realty Trust, Inc., a Maryland corporation (the  “Company”), and
U.S. Bank Trust National Association, as trustee under the Indenture referred
to below (the “Trustee”).


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture, dated as of January 30, 2004 (as
heretofore amended or supplemented, the “Indenture”),
providing for the issuance of senior debt securities;


WHEREAS, the Company has heretofore issued the
following securities under the Indenture (collectively, the “Securities”): 
(i) $150,000,000 aggregate principal amount of 4.50% Senior Notes
due 2011, issued on February 6, 2004; (ii) $100,000,000 aggregate principal
amount of 5.30% Senior Notes due 2015, issued on January 13, 2005; (iii)
$125,000,000 aggregate principal amount of 5.250% Senior Notes due 2015, issued
on September 19, 2005; (iv) $125,000,000 aggregate principal amount of 5.125%
Senior Notes due 2012, issued on September 19, 2005; and (v) $200,000,000
aggregate principal amount of 3.70% Convertible Senior Notes due 2026, issued
in accordance with a First Supplemental Indenture to the Indenture, dated as of
September 19, 2006.


WHEREAS, on the date hereof, pursuant to an Agreement
and Plan of Merger, dated as of February 27, 2007, by and among the Company,
Excel Realty Partners, L.P., a Delaware limited partnership, the Successor,
Super MergerSub Inc., a Maryland corporation (“MergerSub”),
and Super DownREIT MergerSub LLC, a Delaware limited liability company,
MergerSub was merged with and into the Company, with the Company surviving (the
“Merger”);


WHEREAS, also on the date hereof, following the
effective time of the Merger, the Company transferred all of its assets to, and
all of its liabilities were assumed by, the Successor pursuant to an Assignment
and Assumption Agreement, dated as of the date hereof, between the Successor
and the Company (the “Conveyance of Assets”);


WHEREAS, in connection with the Conveyance of Assets,
Section 801 of the Indenture requires the Successor to expressly assume by
supplemental indenture all of the obligations of the Company on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed by the Company;


WHEREAS, the Successor has been authorized by
resolutions of its Managing Member to enter into this Supplemental Indenture,
and has previously delivered to the Trustee a certified copy of those resolutions;


WHEREAS, pursuant to Section 901(1) of the Indenture,
without the consent of any Holders of Securities, the Successor and the Trustee
may enter into this Supplemental Indenture to evidence the succession of the
Successor to the Company and the assumption by the Successor of the covenants
of the Company in the Indenture and in the Securities; and


WHEREAS, the Company previously has delivered to the
Trustee the Officers’ Certificate and the Opinion of Counsel specified in
Section 803 of the Indenture, and the Successor has previously 













delivered to the Trustee
an Officers’ Certificate specified in Section 102, and the Opinion of Counsel
specified in Section 102 and Section 903, of the Indenture.


A G R E E M E N T


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the Successor and the Trustee covenants and
agrees for the equal and ratable benefit of the Holders of the Securities as
follows:


1.             Capitalized Terms.  Capitalized terms used but not defined herein
have the respective meanings set forth in the Indenture.


2.             Successor.  In accordance with Section 801 of the
Indenture, the Successor hereby expressly assumes all of the obligations of the
Company on all of the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
the Indenture to be performed by the Company.


3.             No Recourse Against Others.  No past, present or future director, officer,
employee, incorporator, stockholder, member or agent of the Successor or the
Company, as such, shall have any liability for any obligations of the Successor
or the Company under the Securities, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of the Securities by accepting a Security waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Securities.


4.             Notices, etc. to the
Successor.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by the Indenture to be made upon, given or
furnished to, or filed with, the Successor by the Trustee or by any Holder
shall be sufficient for every purpose under the Indenture (unless otherwise
expressly therein provided) if in writing and mailed, first class postage
prepaid to the Successor addressed to it at c/o Centro Watt, 580 W. Germantown
Pike, Suite 200, Plymouth Meeting, PA 19462, Attention:  General Counsel, or at any other address
previously furnished to the Trustee by the Successor.


5.             GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND PERFORMED IN SAID
STATE.


6.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


7.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


8.             Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Successor.


[signature page follows]



 2















IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the date first above written.


	
  

  	
  SUPER INTERMEDIATECO LLC,

  a Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Hutchinson

  
	
   

  	
   

  	
    Name:

  	
  John Hutchinson

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jean Clarke

  
	
   

  	
   

  	
    Authorized Signatory

  



 


[Signature Page to 2004
Successor Supplemental Indenture]