Exhibit
4.5


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
December 1, 2006 by and between NEW PLAN EXCEL REALTY TRUST, INC., a Maryland
corporation (the “Company”), and the persons identified on Schedule A
hereto (each a “Holder” and collectively, together with their respective
successors and assigns permitted under Section 7.3 hereof, the “Holders”).


WHEREAS, Mt.
Frissell Partners, LLC, a Delaware limited liability company (the “Purchaser”)
has entered into a Purchase and Sale Agreement as purchaser with Woodgreen
Glastonbury Limited Partnership as seller, dated as of March 31, 2006 as
amended by the First Amendment to Purchase and Sale Agreement dated May 31,
2006, by the Second Amendment to Purchase and Sale Agreement dated August 29,
2006 and by the Third Amendment to Purchase and Sale Agreement dated September
22, 2006 (as amended, the “Purchase Agreement”) for the purchase of that
certain parcel of land with all improvements thereon known as “Fox Run Mall”;


WHEREAS, Excel
Realty Partners, L.P., a Delaware limited partnership (the “Partnership”)
and the members of the Purchaser are entering into a transaction whereby the
members of the Purchaser will transfer all of their interest together with
economic, voting and other rights in and to the Purchaser to the Partnership in
exchange for, among other things, units of limited partner interest in the
Partnership (such transaction, the “Transaction”) and, in connection
therewith, the Partnership is issuing an aggregate of one hundred seventy-five
thousand eight hundred eighty-five (175,885) limited partner units in the
Partnership (such units, the “Units”) to the Holders as set forth
opposite their names on Schedule A hereto;


WHEREAS, pursuant to
the terms of Section 8.6 and the other related provisions of the Second Amended
and Restated  Agreement of Limited
Partnership of the Partnership (such agreement, as amended from time to time,
the “Partnership Agreement”), commencing on the first anniversary of the
date of issuance, and subject to the various limitations contained in the
Partnership Agreement and other instruments being delivered in connection with
the Transaction, the Holders will be entitled to redeem their Units for cash
or, at the Company’s election, shares of common stock, par value $0.01 per
share, of the Company (“Common Stock”);


WHEREAS, the
Company has agreed to grant to the Holders the Registration Rights (as defined
in Section 1 hereof);


NOW, THEREFORE,
the parties hereto, in consideration of the foregoing, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, hereby agree as follows:













SECTION
1.         REGISTRATION  RIGHTS


Subject to the
various terms and conditions of the Partnership Agreement and the limitations
upon Holders’ redemption of the Units set forth in other instruments being
delivered in connection with the Transaction, if any Holder receives shares of
Common Stock upon redemption of Units held by such Holder (“Redemption
Shares”), then, unless the Redemption Shares are issued to the Holder
pursuant to an Issuer Registration Statement as provided in Section 2 hereof,
each Holder shall be entitled to offer the Redemption Shares for sale pursuant
to a shelf registration statement, subject to the terms and conditions set
forth in Section 3 hereof (the “Registration Rights”).


SECTION
2.         ISSUER REGISTRATION STATEMENT


2.1  Registration Procedure.  Subject to the provisos set forth in the
following sentence, the Company shall, during the period beginning fifteen (15)
days prior to the date the Holders are first permitted to redeem the Units
pursuant to the Partnership Agreement and ending fifteen (15) days thereafter,
cause to be filed with the Securities and Exchange Commission (the “Commission”)
a registration statement (an “Issuer Registration Statement”) that
complies as to form in all material respects with applicable Commission rules
providing for the registration of the Redemption Shares to be issued to the
Holders.  The Company shall use
commercially reasonable good faith efforts to cause the Issuer Registration
Statement to be declared effective by the Commission as soon as practicable following
the filing thereof; provided, that
the Company shall be entitled to postpone the filing, or the effectiveness, of
the Issuer Registration Statement if (i) the Company is actively pursuing
an underwritten primary offering of equity securities, or (ii) the
negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event
would require additional disclosure by the Company in the Issuer Registration
Statement of material information which the Company has a bona fide
business purpose for keeping confidential and the non-disclosure of which in
the Issuer Registration Statement would be expected, in the Company’s
reasonable determination, to cause the Issuer Registration Statement to fail to
comply with applicable disclosure requirements (each such circumstance a “Suspension
Event”); provided, however, that the Company may not delay
the filing, or the effectiveness, of the Issuer Registration Statement for more
than sixty (60) days.  The Company
agrees to use commercially reasonable good faith efforts to keep such Issuer
Registration Statement continuously effective until such time as the Holders no
longer own any Units.  Anything contained
herein to the contrary notwithstanding, in the event that the Redemption Shares
are issued by the Company to the Holders pursuant to an Issuer Registration
Statement, the Company shall be deemed to have satisfied all of its
registration obligations under this Agreement in respect of such Redemption
Shares.


2.2  Obligations of the Company.  When the Redemption Shares are issued to the
Holders pursuant to an Issuer Registration Statement as provided in Section 2.1
of this Agreement, subject to the provisos set forth in the second sentence of
Section 2.1 hereof, the Company shall:



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(a)  promptly notify the Holders: (i) when the
Issuer Registration Statement, any pre-effective amendment or post-effective
amendment to the Issuer Registration Statement has been filed, and, with
respect to the Issuer Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Issuer Registration
Statement or the initiation or threat of any proceedings for that purpose, and
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any Redemption Shares for sale under the
securities or “blue sky” laws of any jurisdiction or the initiation of any
proceeding for such purpose;


(b)  promptly use commercially reasonable good
faith efforts to prevent the issuance of any order suspending the effectiveness
of the Issuer Registration Statement, and, if any such order suspending the
effectiveness of the Issuer Registration Statement is issued, shall promptly
use commercially reasonable good faith efforts to obtain the withdrawal of such
order at the earliest possible moment; and


(c)  use commercially reasonable good faith
efforts to cause all such Redemption Shares to be listed on the national
securities exchange on which the Common Stock is then listed, if the listing of
Redemption Shares is then permitted under the rules of such national securities
exchange.


SECTION
3.         DEMAND REGISTRATION RIGHTS


3.1  (a)  Registration
Procedure.  Unless such Redemption
Shares have been included in the filing of an Issuer Registration Statement as
provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof,
any Holder may deliver to the Company, at any time after the last date on which
an Issuer Registration Statement may be filed as provided in Section 2
hereof, a written notice (a “Registration Notice”) informing the Company
of its desire to have the Redemption Shares underlying its Units registered for
sale (such Redemption Shares, together with all additional shares of Common
Stock which may be issued in the future upon redemption of any remaining Units
held by such Holder, referred to herein as the “Registrable Securities”);
provided, however, that if the Redemption Shares
have been included in the Issuer Registration Statement and the Issuer
Registration Statement has not been declared effective by the Commission within
ninety (90) days after the original filing date or the Company is unable to
keep such Issuer Registration Statement effective until such time as the Holder
no longer owns any Units, such Holder shall be entitled to exercise the rights
provided under this Section 3.1.  Upon
receipt of the Registration Notice, if (i) the Company has not already caused
the Registrable Securities to be included as part of an existing shelf
registration statement and related prospectus that the Company then has on file
with, and has been declared effective by, the Commission and which remains in
effect and not subject to any stop order, injunction or other order or
requirement of the Commission (the “Shelf Registration Statement”) (in
which event the Company shall be deemed to have satisfied its registration
obligation under this Section 3), and (ii) the Company has satisfied or intends
to satisfy the redemption right exercised by the Holder by issuing Redemption
Shares, then the Company will cause to be filed with the Commission as soon as
reasonably practicable after receiving the Registration Notice, but in no event
more than 



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sixty (60) days following receipt of such notice, a
new registration statement and related prospectus (the “New Registration
Statement”) that complies as to form in all material respects with
applicable Commission rules providing for the sale by the Holder of the Registrable
Securities, and agrees (subject to Section 3.2 hereof) to use commercially
reasonable good faith efforts to cause the New Registration Statement to be
declared effective by the Commission as soon as practicable. (As used herein, “Registration
Statement” and “Prospectus” refer to the Shelf Registration
Statement and related prospectus (including any preliminary prospectus) or the
New Registration Statement and related prospectus (including any preliminary
prospectus), whichever is utilized by the Company to satisfy Holder’s
Registration Rights pursuant to this Section 3, including, in each case,
any documents incorporated therein by reference.)


Subject to Section
3.2 hereof, the Company agrees to use commercially reasonable good faith
efforts to keep the Registration Statement continuously effective (including
the preparation and filing of any amendments and supplements necessary for that
purpose) until the earlier of (i) the date that is two (2) years  after the date of effectiveness of the
Registration Statement, (ii) the date on which all of the Registrable
Securities held by the Holders are eligible for immediate sale pursuant to Rule
144(k) (or any successor provision) or in a single transaction under Rule
144(e) (or any successor provision) under the Securities Act of 1933, as
amended (the “Securities Act”), or (iii) the date on which the Holders
consummate the sale of all of the Registrable Securities.   Notwithstanding the foregoing, the Company
may at any time, in its sole discretion and prior to receiving a Registration
Notice from any Holder, include all of any Holder’s Registrable Securities or
any portion thereof in any shelf Registration Statement (in which event the
Company shall be deemed to have satisfied its registration obligation under this
Section 3.1(a), with respect to the Registrable Securities so included, so long
as such shelf Registration Statement remains effective and not the subject of
any stop order, injunction or other order of the Commission).


(b)  Offers and Sales.  All offers and sales by a Holder under the
Registration Statement shall be completed within the period during which the
Registration Statement remains effective and not the subject of any stop order,
injunction or other order of the Commission. 
Upon notice that such shelf Registration Statement is no longer
effective no Holder will offer or sell the Registrable Securities under the
Registration Statement.  If directed in
writing by the Company, each Holder will return all undistributed copies of the
Prospectus in its possession upon the expiration of such period.


(c)  Limitations on Registration Rights.  Holders, together with all permitted
assignees of such Holders pursuant to Section 7.3 hereof, shall be entitled
collectively to two (2) exercises of the Registration Rights under Section
3.1(a); provided, however, that if the Registration
Statement has not been declared effective by the Commission within one hundred
twenty (120) days after the original filing date or is suspended for more than
sixty (60) days at any one time, such Holder shall not be deemed to have
exercised its Registration Rights under Section 3.1(a).  The right of any Holder to deliver a
Registration Notice commences upon the first date the Holder is permitted to
redeem the Units pursuant to the Partnership Agreement and other instruments
being delivered in connection with the Transaction. The right of any Holder
under this Section 3.1 shall expire upon the earlier of (i) the date that is
six (6) months after 



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the Company provides written notice to the Holder of
the occurrence of a Step-Up Event (as defined below) with respect to a majority
of the Units issued to the Holder in connection with the Transaction or (ii)
the date on which all of the Redemption Shares held by the Holder or issuable
upon redemption of the Units held by the Holder are eligible for immediate sale
pursuant to Rule 144(k) (or any successor provision) or in a single
transaction pursuant to Rule 144(e) (or any successor provision) under the
Securities Act.  The Registration Rights
granted pursuant to this Section 3 may not be exercised in connection with any
underwritten public offering by the Company or by any Holder without the prior
written consent of the Company.  A “Step-Up
Event” shall be deemed to have occurred with respect to any Units when the
basis of such Units for federal income tax purposes is adjusted to fair market
value by reason of death or a gain recognition event.


3.2  Suspension of Offering.  Notwithstanding Section 3.1(a) hereof, the
Company shall be entitled to postpone the filing of the Registration Statement,
and from time to time to require Holders not to sell under the Registration
Statement or to suspend the effectiveness thereof, upon the occurrence of a
Suspension Event; provided, however, that the Company may not delay,
suspend or withdraw the Registration Statement for more than sixty
(60) days at any one time, or more than twice in any twelve (12) month
period.  Upon receipt of any written
notice from the Company (a) of the happening of any Suspension Event during the
period the Registration Statement is effective or (b) that as a result of a
Suspension Event the Registration Statement or related Prospectus contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made (in the case of the
Prospectus) not misleading, each Holder agrees that (i) it will
immediately discontinue offers and sales of the Registrable Securities under
the Registration Statement until the Holder receives copies of a supplemental
or amended Prospectus (which the Company agrees to promptly prepare) that
corrects the misstatement(s) or omission(s) referred to above and receives notice
that any post-effective amendment has become effective or unless otherwise
notified by the Company that it may resume such offers and sales, and
(ii) it will maintain the confidentiality of any information included in
the written notice delivered by the Company unless otherwise required by law or
subpoena.  If so directed by the Company,
Holders will deliver to the Company all copies of the Prospectus covering the
Registrable Securities current at the time of receipt of such notice.


3.3  Qualification.  The Company shall file such documents as
necessary to register or qualify the Registrable Securities by the time the
applicable Registration Statement is declared effective by the Commission under
all applicable state securities or “blue sky” laws of such jurisdictions as any
Holder may reasonably request in writing, and shall use commercially reasonable
good faith efforts to keep each such registration or qualification effective
during the period such Registration Statement is required to be kept effective
pursuant to this Agreement or during the period offers or sales are being made
by the Holders after delivery of a Registration Notice to the Company,
whichever is shorter, and to do any and all other similar acts and things which
may be reasonably necessary or advisable to enable the Holders to consummate
the disposition of the Registrable Securities owned by the Holders in each such
jurisdiction; provided, however, that the
Company shall not be required to (i) qualify generally to do business in
any jurisdiction or to register as a broker or dealer in such jurisdiction
where it would not 



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otherwise be required to qualify but for this
Agreement, (ii) take any action that would cause it to become subject to
any taxation in any jurisdiction where it would not otherwise be subject to
such taxation or (iii) take any action that would subject it to the
general service of process in any jurisdiction where it is not then so subject.


3.4  Obligations of the Company.  When the Company is required to effect the
registration of Registrable Securities under the Securities Act pursuant to
Section 3.1 of this Agreement, subject to Section 3.2 hereof, the Company
shall:


(a)  prepare and file with the Commission such
amendments and supplements as to the Registration Statement and the Prospectus
used in connection therewith as may be necessary (i) to keep such Registration
Statement effective and (ii) to comply with the provisions of the Securities
Act with respect to the disposition of the Registrable Securities covered by
such Registration Statement, in each case for such time as is contemplated in
Section 3.1(a) above;


(b)  furnish, without charge, to the Holders such
number of copies of the Registration Statement, each amendment and supplement
thereto (in each case including all exhibits), and the Prospectus included in
such Registration Statement (including each preliminary Prospectus) in
conformity with the requirements of the Securities Act as the Holders may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by the Holders;


(c)  promptly notify the Holders: (i) when the
Registration Statement, any pre-effective amendment, the Prospectus or any
prospectus supplement related thereto or post-effective amendment to the
Registration Statement has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threat of any
proceedings for that purpose, and (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction or the initiation of any proceeding for such purpose;


(d)  promptly use commercially reasonable good
faith efforts to prevent the issuance of any order suspending the effectiveness
of a Registration Statement, and, if any such order suspending the
effectiveness of a Registration Statement is issued, shall promptly use
commercially reasonable good faith efforts to obtain the withdrawal of such
order at the earliest possible moment;


(e)  following receipt of a Registration Notice
and thereafter until the sooner of completion, abandonment or termination of
the offering or sale contemplated thereby and the expiration of the period
during which the Company is required to maintain the effectiveness of the
related Registration Statement as set forth in Section 3.1(a) above, promptly
notify the Holders: (i) of the existence of any fact of which the Company is
aware or the happening of any event which has resulted in (A) the Registration
Statement, as then in effect, containing an untrue statement of a material fact
or omitting to state a material fact required to be stated therein or 



 6
 









necessary to make any statements therein not
misleading or (B) the Prospectus included in such Registration Statement
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statements
therein, in the light of the circumstances under which they were made, not
misleading, and (ii) of the Company’s reasonable determination that a
post-effective amendment to the Registration Statement would be appropriate or
that there exist circumstances not yet disclosed to the public which make
further sales under such Registration Statement inadvisable pending such
disclosure and post-effective amendment; and, if the notification relates to
any event described in either of the clauses (i) or (ii) of this Section
3.4(e), subject to Section 3.2 above, at the request of the Holders, the
Company shall prepare and, if the conditions set forth in Rule 172(c) under the
Securities Act have not been satisfied, furnish to the Holders a reasonable
number of copies of a supplement or post-effective amendment to such
Registration Statement or related Prospectus or any document incorporated
therein by reference and file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (2) as thereafter
delivered to the purchasers of the Redemption Shares being sold thereunder,
such Prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;


(f)  use commercially reasonable good faith
efforts to cause all such Registrable Securities to be listed on the national
securities exchange on which the Common Stock is then listed, if the listing of
Registrable Securities is then permitted under the rules of such national
securities exchange; and


(g)  if requested by any Holder participating in
the offering of Registrable Securities, incorporate in a prospectus supplement
or post-effective amendment such information concerning the Holder or the
intended method of distribution as the Holder reasonably requests to be
included therein and is reasonably necessary to permit the sale of the
Registrable Securities pursuant to the Registration Statement, including,
without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other
material terms of the offering of the Registrable Securities to be sold in such
offering; provided, however, that the Company
shall not be obligated to include in any such prospectus supplement or
post-effective amendment any requested information that is not required by the
rules of the Commission and is unreasonable in scope compared with the Company’s
most recent prospectus or prospectus supplement used in connection with a
primary or secondary offering of equity securities by the Company.


3.5  Obligations of the Holder.  In connection with any Registration Statement
utilized by the Company to satisfy the Registration Rights pursuant to this
Section 3, each Holder agrees to cooperate with the Company in connection with
the preparation of the Registration Statement, and each Holder agrees that it
will (i) respond within ten (10) Business Days to any written request by the
Company to provide or verify information regarding the Holder or the Holder’s
Registrable Securities (including the proposed manner of sale) that may be
required to be included in such Registration Statement pursuant to the rules
and regulations of the 



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Commission, and 
(ii) provide in a timely manner information regarding the proposed
distribution by the Holder of the Registrable Securities and such other
information as may be reasonably requested by the Company from time to time in
connection with the preparation of and for inclusion in the Registration
Statement and related Prospectus. As used in this Agreement, a “Business Day”
is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which
banks and other financial institutions are authorized or required to be closed
for business in the State of New York.


SECTION
4.         INDEMNIFICATION; CONTRIBUTION


4.1  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Holder and each person, if any, who controls any Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
any of their partners, members, officers, directors, employees or
representatives, as follows:


(i)            against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Redemption Shares or Registrable
Securities were registered under the Securities Act, including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;


(ii)           against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the Company; and


(iii)          against
any and all expense whatsoever, as incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;



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provided, however,
that the indemnity provided pursuant to this Section 4.1 does not apply to any
Holder with respect to any loss, liability, claim, damage, judgment or expense
to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) any Holder’s failure to
deliver an amended or supplemental Prospectus furnished to the Holder by the
Company, if such loss, liability, claim, damage, judgment or expense would not
have arisen had such delivery occurred.


4.2  Indemnification by Holder.  Each Holder (and each permitted assignee of
such Holder, on a several basis) severally and not jointly agrees to indemnify
and hold harmless the Company, and each of its directors and officers
(including each director and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:


(i)            against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities of such Holder
were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


(ii)           against
any and all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the Holder; and


(iii)          against
any and all expense whatsoever, as incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;



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provided, however,
that the indemnity provided pursuant to this Section 4.2 shall only apply
with respect to any loss, liability, claim, damage, judgment or expense to the
extent arising out of (A) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use
in the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto) or (B) any Holder’s failure to
deliver an amended or supplemental Prospectus furnished to the Holder by the
Company, if such loss, liability, claim, damage or expense would not have
arisen had such delivery occurred. 
Notwithstanding the provisions of this Section 4.2, a Holder and any
permitted assignee shall not be required to indemnify the Company, its
officers, directors or control persons with respect to any amount in excess of
the amount of the total proceeds to the Holder or such permitted assignee, as
the case may be, from sales of the Registrable Securities of the Holder under
the Registration Statement that is the subject of the indemnification claim.


4.3  Conduct of Indemnification Proceedings.  An indemnified party hereunder shall give
reasonably prompt notice to the indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify the indemnifying party (i) shall not relieve it from
any liability which it may have under the indemnity agreement provided in
Section 4.1 or 4.2 above, unless and only to the extent it did not otherwise
learn of such action and the lack of notice by the indemnified party results in
the forfeiture by the indemnifying party of substantial rights and defenses,
and (ii) shall not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided under Section 4.1 or 4.2 above. 
If the indemnifying party so elects within a reasonable time after
receipt of such notice, the indemnifying party may assume the defense of such
action or proceeding at such indemnifying party’s own expense with counsel
chosen by the indemnifying party and approved by the indemnified party, which
approval shall not be unreasonably withheld; provided,
however, that the indemnifying party will not settle, compromise or
consent to the entry of any judgment with respect to any such action or
proceeding without the written consent of the indemnified party unless such
settlement, compromise or consent secures the unconditional release of the
indemnified party; and provided further,
that, if the indemnified party reasonably determines that a conflict of
interest exists where it is advisable for the indemnified party to be
represented by separate counsel or that, upon advice of counsel, there may be
legal defenses available to it which are different from or in addition to those
available to the indemnifying party, then the indemnifying party shall not be
entitled to assume such defense and the indemnified party shall be entitled to
separate counsel at the indemnifying party’s expense. If the indemnifying party
is not entitled to assume the defense of such action or proceeding as a result
of the second proviso to the preceding sentence, the indemnifying party’s
counsel shall be entitled to conduct the indemnifying party’s defense and
counsel for the indemnified party shall be entitled to conduct the defense of
the indemnified party, it being understood that both such counsel will
cooperate with each other, to the extent feasible in light of the conflict of
interest or different available legal defenses, to conduct the defense of such
action or proceeding as efficiently as possible. If the indemnifying party is
not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will 



 10
 









pay the reasonable fees and expenses of counsel for
the indemnified party. In such event, however, the indemnifying party will not
be liable for any settlement effected without the written consent of the
indemnifying party. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or proceeding in accordance with this
paragraph, the indemnifying party shall not be liable for any fees and expenses
of counsel for the indemnified party incurred thereafter in connection with
such action or proceeding.


4.4  Contribution.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 4.1 and 4.2 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Holder, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and
the Holder on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities, or expenses.  The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, the
indemnifying party or the indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.


The parties hereto
agree that it would not be just or equitable if contribution pursuant to this
Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 4.4, a Holder shall
not be required to contribute any amount in excess of the amount of the total
proceeds to the Holder from sales of the Registrable Securities of the Holder
under the Registration Statement that is the subject of the indemnification
claim.


Notwithstanding
the foregoing, no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 4.4, each person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Holder, and each director of
the Company, each officer of the Company who signed a Registration Statement
and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act shall have the same rights to
contribution as the Company.


SECTION
5.         EXPENSES


The Company shall
pay all expenses incident to the performance by the Company of its registration
obligations under Sections 2 and 3 above, including (i) all stock
exchange, Commission and state securities registration, listing and filing
fees, (ii) all expenses incurred in connection with the preparation,
printing and distribution of any Issuer Registration Statement or 



 11
 









Registration Statement and Prospectus, and
(iii) fees and disbursements of counsel for the Company and of the
independent public accountants of the Company. 
Each Holder shall be responsible for the payment of any brokerage and
sales commissions, fees and disbursements of the Holder’s counsel, accountants
and other advisors, and any transfer taxes relating to the sale or disposition
of the Registrable Securities by such Holder pursuant to this Agreement.


SECTION
6.         RULE 144 COMPLIANCE


The Company
covenants that it will use its best efforts to timely file the reports required
to be filed by the Company under the Securities Act and the Exchange Act so as
to enable the Holders to sell the Redemption Shares pursuant to Rule 144
under the Securities Act. In connection with any sale, transfer or other
disposition by a Holder of any Redemption Shares pursuant to Rule 144
under the Securities Act, the Company shall cooperate with the Holder to facilitate
the timely preparation and delivery of certificates representing the Redemption
Shares to be sold and not bearing any Securities Act legend, and enable
certificates for such Redemption Shares to be for such number of shares and
registered in such names as Holder may reasonably request at least five (5)
Business Days prior to any sale of Redemption Shares hereunder.


SECTION
7.         MISCELLANEOUS


7.1  Integration; Amendment.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to
the matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by each of the
parties hereto.


7.2  Waivers.  No waiver by a party hereto shall be
effective unless made in a written instrument duly executed by the party
against whom such waiver is sought to be enforced, and only to the extent set
forth in such instrument. Neither the waiver by any of the parties hereto of a
breach or a default under any of the provisions of this Agreement, nor the
failure of any of the parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege hereunder
shall thereafter be construed as a waiver of any subsequent breach or default
of a similar nature, or as a waiver of any such provisions, rights or
privileges hereunder.


7.3  Assignment; Successors and Assigns.  This Agreement and the rights granted
hereunder may not be assigned by any Holder without the written consent of the
Company; provided, however, that a Holder may
assign its rights and obligations hereunder, following at least ten (10) days
prior written notice to the Company, to a permitted transferee under the terms
of the Partnership Agreement in connection with a transfer of some or all of
such Holder’s Units in accordance with the terms of the Partnership Agreement
(including the Holder’s partner schedule), if such transferee agrees in writing
to be bound by all of the provisions hereof. 
This Agreement shall inure to the benefit of and be binding upon all of
the parties hereto and their respective heirs, executors, personal and legal
representatives, successors and permitted assigns, including, without
limitation, any successor of the Company by merger, acquisition,
reorganization, recapitalization or otherwise.



 12
 









7.4  Notices.  All notices called for under this Agreement
shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile transmission and followed promptly by mail, or mailed
by registered or certified mail (return receipt requested), postage prepaid, or
overnight delivery service, to the parties at the addresses set forth opposite
their signatures below or on Schedule A hereto, or to any other address
or addressee as any party entitled to receive notice under this Agreement shall
designate, from time to time, to others in the manner provided in this
Section 7.4 for the service of notices; provided,
however, that notices of a change of address shall be effective only
upon receipt thereof. Any notice delivered to the party hereto to whom it is
addressed shall be deemed to have been given and received on the day it was
received; provided, however, that if such day is
not a Business Day, then the notice shall be deemed to have been given and
received on the Business Day next following such day and if any party rejects
delivery of any notice attempted to be given hereunder, delivery shall be
deemed given on the date of such rejection. 
Any notice sent by facsimile transmission shall be deemed to have been
given and received on the Business Day next following the transmission.


7.5  Specific Performance.  The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
(i) compel specific performance of the obligations, covenants and
agreements of any other party under this Agreement in accordance with the terms
and conditions of this Agreement and (ii) obtain preliminary injunctive
relief to secure specific performance and to prevent a breach or contemplated
breach of this Agreement in any court of the United States or any State thereof
having jurisdiction.


7.6  Governing Law.  This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Maryland,
but not including the choice of law rules thereof.


7.7  Headings.  Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.


7.8  Pronouns.  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person or entity may require.



 13
 









7.9  Execution in Counterparts.  To facilitate execution, this Agreement may
be executed in as many counterparts as may be required. It shall not be necessary
that the signature of or on behalf of each party appears on each counterpart,
but it shall be sufficient that the signature of or on behalf of each party
appears on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in any proof of this
Agreement to produce or account for more than a number of counterparts
containing the respective signatures of or on behalf of all of the parties.


7.10  Severability.  If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall
remain operative and in full force and effect.


Signatures
on following page



 14














 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed on its behalf as of the date first herein above set forth.


	
  Address:

  	
   

  	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  420 Lexington Avenue

  	
   

  	
   

  	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC.

  
	
  New York, NY 10170

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (212) 869-7460

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Steven F. Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Steven F. Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  HOLDERS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11 Berkeley Street

  	
   

  	
   

  	
   

  	
  CARPENTER FOX RUN, LLC

  
	
  Cambridge, MA 02138

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard L. Friedman

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard L. Friedman

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34 Driftway

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scituate, MA 02066

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ Phillip C. Vitali

  
	
   

  	
   

  	
   

  	
   

  	
  Phillip C. Vitali

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35 Whippoorwill Lane

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Concord, MA 01742

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ Darren D. Messina

  
	
   

  	
   

  	
   

  	
   

  	
  Darren D. Messina

  
									



 


[Signature Page to
Registration Rights Agreement]











 


	
  11
  Worcester Square, Unit 2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boston, MA 02118

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ John D. Hamilton, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  John D. Hamilton, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11 Dighton St.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hull, Ma. 02045

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ I. Jefferson McKenzie

  
	
   

  	
   

  	
   

  	
   

  	
  I. Jefferson McKenzie

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9 Berkshire Road

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wellesley, MA 02481

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ Peter A. Diana

  
	
   

  	
   

  	
   

  	
   

  	
  Peter A. Diana

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  64 Worcester Road

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hollis, NH 03049

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ Ellen P. Hyde

  
	
   

  	
   

  	
   

  	
   

  	
  Ellen P. Hyde

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7 Fox Hill Run

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Whitman, MA 02382

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax No.: (617) 864-5990

  	
   

  	
   

  	
   

  	
  /s/ Matthew Abusheery

  
	
   

  	
   

  	
   

  	
   

  	
  Matthew Abusheery

  



 


[Signature Page to
Registration Rights Agreement]















 


SCHEDULE A




	
  Holders

  	
   

  	
  Units

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Fox Run, LLC

  	
   

  	
  105,669

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Phillip C. Vitali

  	
   

  	
  8,386

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Darren D. Messina

  	
   

  	
  8,386

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  John D. Hamilton, Jr.

  	
   

  	
  8,386

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  I. Jefferson McKenzie

  	
   

  	
  33,317

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Peter A. Diana

  	
   

  	
  5,032

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ellen P. Hyde

  	
   

  	
  2,516

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Matthew Abusheery

  	
   

  	
  4,193