Exhibit
4.4


SUPPLEMENTAL INDENTURE

(to Indenture dated as of February 3, 1999, 

as supplemented by the Officers’ Certificate dated as of May 19, 2003, 

the Supplemental Indenture dated as of December 17, 2004,

and the Successor Supplemental Indenture dated as of April 20, 2007)


SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 4, 2007, by and
among Centro NP LLC (formerly Super
IntermediateCo LLC), a Maryland limited liability company (the  “Company”)
(as successor to New Plan Excel Realty Trust, Inc., a Maryland corporation (“New Plan”)), New Plan Realty Trust, LLC, a
Delaware limited liability company (as successor to New Plan Realty Trust, a
Massachusetts business trust (“NPRT”)),
as guarantor (the “Guarantor”), and
U.S. Bank Trust National Association (as successor to State Street Bank and
Trust Company), as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Indenture (as defined below).


W I T N E S S E T H


 


WHEREAS, New Plan and the Guarantor (as successor to
NPRT) heretofore executed and delivered to the Trustee an indenture, dated as
of February 3, 1999 (the “Base  Indenture”), providing for the
issuance of senior debt securities;


WHEREAS, New Plan heretofore executed an Officers’ Certificate, dated as of May
19, 2003, pursuant to Sections 301 and 303 of the Base Indenture (the “Officers’ Certificate”) and a Supplemental Indenture dated
as of December 17, 2004 (the “First Supplemental
Indenture”, and, together with the Base Indenture, the Officers’
Certificate, the Successor Supplemental Indenture (as defined below), and all
amendments and supplements thereto, the “Indenture”),
pursuant to which New Plan has issued $115,000,000 aggregate principal amount
of 3.75% Senior Convertible Notes due 2023 (the “Convertible
Notes”);


WHEREAS, on April 20, 2007, pursuant to an Agreement
and Plan of Merger, dated as of February 27, 2007, by and among New Plan, Excel
Realty Partners, L.P., a Delaware limited partnership, the Company, Super
MergerSub Inc., a Maryland corporation (“MergerSub”),
and Super DownREIT MergerSub LLC, a Delaware limited liability company,
MergerSub was merged with and into New Plan, with New Plan surviving (the “Merger”), and, as of the effective time of the Merger, all
outstanding shares of common stock of New Plan (other than shares owned by New
Plan or any subsidiary of New Plan or by MergerSub) were converted into, and
canceled in exchange for, the right to receive $33.15 in cash per share;


WHEREAS, also on April 20, 2007, following the
effective time of the Merger, New Plan transferred all of its assets to, and
all of its liabilities were assumed by, the Company pursuant to an Assignment
and Assumption Agreement, dated as of April 20, 2007, between the Company and
New Plan (the “Conveyance of Assets”);


WHEREAS, also on April 20, 2007, following the
effective time of the Conveyance of Assets, the Company and the Trustee
executed a Successor Supplemental Indenture, dated as of April 20, 2007 (the “Successor Supplemental Indenture”), pursuant to which the
Company expressly assumed all of the obligations of New Plan on all of the
Convertible Notes, 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 New Plan;


WHEREAS, Section 4.12(i)(vi) of the Officers’
Certificate provides that in the event of a merger 













of New Plan with another
corporation as a result of which holders of Common Stock shall be entitled to
receive other property or assets (including cash) with respect to or in
exchange for such Common Stock, then New Plan or the successor corporation, as
the case may be, shall execute with the Trustee a supplemental indenture or
otherwise amend the terms of the Convertible Notes to provide that each Note
shall be convertible into the kind and amount of property or assets (including
cash) that the Holder of the Convertible Notes would have received upon such
merger if such Holder had converted such Convertible Notes into the number of
shares of Common Stock issuable upon conversion of such Convertible Note
immediately prior to such merger;


WHEREAS, in accordance with Section 4.12(i)(vi) of the
Officers’ Certificate, the Company desires to enter into this Supplemental
Indenture to provide that the Convertible Notes are now convertible into cash
in an amount per share of the Conversion Rate equal to the Merger
Consideration;


WHEREAS, the Company 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 Company and the Trustee
may enter into this Supplemental Indenture to evidence the succession of the
Company to New Plan and the assumption by the Company of the covenants of New
Plan in the Indenture and in the Convertible Notes; and


WHEREAS, the Company 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 Company, the Guarantor and the Trustee
covenants and agrees for the equal and ratable benefit of the Holders of the
Convertible Notes as follows:


1.                                       Amendment of Article III.  The Indenture is hereby amended by adding the
following definitions to Article III of the Officers’ Certificate in
alphabetical order and, in the case of the definition of “Company” replacing
such definition with the definition of “Company” set forth below:


“Company”
means Super IntermediateCo LLC, a Maryland limited liability company, and any
successor thereto.


“Effective
Date” means April 20, 2007, the effective date of the merger of New
Plan into MergerSub, with New Plan surviving, pursuant to the Merger Agreement.


“Merger
Agreement” means the Agreement and Plan of Merger, dated as of
February 27, 2007, as it may be amended or supplemented, by and among New Plan,
Excel Realty Trust, L.P., the Company, MergerSub and Super DownREIT MergerSub
LLC.


“Merger
Consideration” means $33.15 in cash


“MergerSub”
means Super MergerSub Inc., a Maryland corporation.



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“New Plan”
means New Plan Excel Realty Trust, Inc., a Maryland corporation.


2.                                       Amendment of Section 4.12(d).  The Indenture is hereby amended by deleting
Section 4.12(d) of the Officers’ Certificate in its entirety and replacing it
with the following:


(d)  Settlement of Conversion
Obligations.  The Company
shall satisfy all of its Conversion Obligation on and after the Effective Date
in cash in an amount equal to the product of (i) the aggregate principal amount
of Convertible Notes to be converted divided by 1,000, multiplied by (ii) the
applicable Conversion Rate, multiplied by (iii) the dollar amount of the Merger
Consideration.  The Company shall pay the
applicable cash amount in satisfaction of its Conversion Obligation no later
than the next Business Day after the date that the Company receives the notice
of conversion with respect to such Convertible Notes.


3.                                       No Recourse Against Others.  No past, present or future director, officer,
employee, incorporator, stockholder, member or agent of the Company or New
Plan, as such, shall have any liability for any obligations of the Company or
New Plan under the Convertible Notes, 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 Convertible Notes by accepting a Convertible Note waives and releases
all such liability.  The waiver and
release are part of the consideration for issuance of the Convertible Notes.


4.                                       Notices, etc. to the Company.  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 Company 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 Company 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 Company.


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 Company.


[signature page follows]



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


	
  

  	
  CENTRO NP LLC, 

  a Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Hutchinson

  
	
   

  	
   

  	
    Name:

  	
  John Hutchinson

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW PLAN REALTY TRUST, LLC 

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Andrew Scott

  
	
   

  	
   

  	
    Name:

  	
  Andrew Scott

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION, 

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas Tabor

  
	
   

  	
   

  	
    Authorized Signatory