Exhibit
4.4


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of November 10,
2005 by and between NEW PLAN EXCEL REALTY TRUST, INC., a Maryland corporation
(the “Company”), and WILCHASE, LLC and JESSAMINE ASSOCIATES, LTD.
(collectively, together with their respective successors and assigns permitted
under Section 7.3 hereof, the “Holders” and each, individually, a “Holder”).


WHEREAS, the Company and
the Holders, along with other parties, are entering into a transaction whereby
the Holders will contribute certain limited liability company membership
interests to Excel Realty Partners, L.P., a Delaware limited partnership (the “Partnership”)
(such transaction, the “Transaction”) and, in connection therewith, the
Partnership is issuing an aggregate of 555,159 limited partner units in the
Partnership (such units, the “Units”) to the Holders (such number of
units taking into account the Holders’ exercise of the Unit Election, as
defined in the Contribution and Sale Agreement, dated as of October 3, 2005,
between the Holders, the Partnership, the Company, and certain other parties
thereto);


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, each Holder will be entitled to
redeem its 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 each Holder 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 a
Holder’s redemption of the Units set forth in other instruments being delivered
in connection with the Transaction, if a 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, the 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


The Company shall use
commercially reasonable efforts to, during the period beginning fifteen (15)
days prior to the date a Holder is 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 by the
Company to the Holders upon redemption of the Units.  The Company shall use commercially reasonable
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 efforts to keep such Issuer Registration Statement continuously
effective until such time as the Holders no longer owns 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.


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, the Holders
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 their desire
to have the Redemption Shares underlying their 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 the
Holders, 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 SEC 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 Holders no
longer owns any Units, the Holders shall be entitled to exercise the rights
provided under this Section 3.1.  Upon
receipt of the Registration Notice, if the Company has not already caused the
Registrable Securities to be included as part of an existing shelf registration
statement 



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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), 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 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 Holders of the Registrable Securities, and agrees (subject to Section 3.2
hereof) to use commercially reasonable 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 Issuer Registration Statement and related
prospectus (including any preliminary prospectus), 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 Holders’
Registration Rights pursuant to this Agreement, including, in each case, any
documents incorporated therein by reference.)


Subject to Section 3.2
hereof, the Company agrees to use commercially reasonable 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 Redemption
Shares held by the Holders are eligible for immediate sale pursuant to Rule
144(k) 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
Redemption Shares.  Notwithstanding the
foregoing, the Company may at any time, in its sole discretion and prior to
receiving a Registration Notice from the Holders, include all of the Holders’
Redemption Shares 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) 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
each 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 a Holder will not 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.  Each
exercise of the Registration Rights under Section 3.1(a) shall be with respect
to a minimum of one hundred thousand (100,000) Redemption Shares and any such
exercise shall not occur more than once in any 12-month period.  The right of the Holders to deliver a
Registration Notice commences upon the 



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first date a Holder is permitted to redeem the Units
pursuant to the Partnership Agreement and other instruments being delivered in
connection with the Transaction.  The
rights of a Holder under this Section 3.1 shall expire upon the date on which
all of the Redemption Shares held by such 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 a Holder without the prior written consent of the
Company.


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 the 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 of the happening of
any Suspension Event during the period the Registration Statement is effective
or if 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 non-public
information included in the written notice delivered by the Company unless
otherwise required by law or subpoena. 
If so directed by the Company, each Holder 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 agrees to use commercially
reasonable efforts 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 a Holder may reasonably request in writing, 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 Holder 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 Holder to consummate the disposition of the Registrable Securities
owned by the Holder 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 otherwise be required to qualify
but for this Agreement, (ii) take 



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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 Redemption Shares 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 Redemption Shares 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 each Holder 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 Holder may reasonably request in order to facilitate the
public sale or other disposition of the Redemption Shares owned by the Holder;


(c)           promptly
notify each Holder:  (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
Redemption Shares 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 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 efforts to obtain the withdrawal of such
order at the earliest possible moment;


(e)           if
the Registrable Securities are of a class of securities that is listed on a
national securities exchange, file copies of any Prospectus with such exchange
in compliance with Rule 153 under the Securities Act so that the Holders shall
benefit from the prospectus delivery procedures described therein;


(f)            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 



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the related Registration Statement as set forth in
Section 3.1(a) above, promptly notify each Holder:  (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 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(d), subject
to Section 3.2 above, the Company shall prepare and furnish to each Holder 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;


(g)           use
commercially reasonable 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; and


(h)           if
requested by a Holder, 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 Redemption Shares pursuant to
the Registration Statement, including, without limitation, information with
respect to the number of Redemption Shares being sold, the purchase price being
paid therefor and any other material terms of the offering of the Redemption Shares
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 Holders.  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 



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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 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 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 such 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 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 such
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 the Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) 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 the 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 the 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 the Holder expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) or (B) 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, 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
indemnifying party is materially prejudiced by the failure to provide such
notice, 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 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 pay the
reasonable fees and expenses of counsel for the indemnified party.  In such event, however, the 



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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 applicable in accordance with its terms but is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, judgment or expense,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage, judgment or expense in such
proportion as is appropriate to reflect the relative fault of the Company on
the one hand and the applicable Holder on the other hand, in connection with
the statements or omissions which resulted in such losses, liabilities, claims,
damages, judgments 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, no Holder shall 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 



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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 the 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 each Holder 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 the Company
without the written consent of the Holders. 
This Agreement and the rights granted hereunder may not be assigned by
either 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 in connection
with a transfer of some or all of the Holder’s Units in accordance with the
terms of the Partnership Agreement, if such transferee agrees in writing to be
bound by all of the provisions hereof; and provided,
further, that any such 



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transferees will not acquire rights under this
Agreement broader than those granted to the Holders hereunder (e.g., the
total number of demand rights granted under Section 3.1(c) hereof shall not
exceed two per year, regardless of the number of Holders); provided,
further, that the Company may assign this agreement without the
consent of the Holders in any transaction involving a consolidation, merger,
acquisition or similar transaction in which the Company is not the surviving
entity.  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.


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 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.



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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.


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



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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:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1120 Avenue of
  the Americas

  Suite 1200

  New York, NY 10036

  	
   

  	
   

  	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC.

  
	
  Fax No.:  (212)
  869-7460

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Steven F. Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Steven F. Siegel

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2660 EastChase
  Lane

  Lakeview Center Suite 100

  Montgomery, AL 36117

  Fax No.:  

  	
   

  	
   

  	
   

  	
  JESSAMINE ASSOCIATES, LTD., 

  an Alabama partnership 

  
	
   

  	
   

  	
   

  	
   

  	
  By 

  	
   

  	
  Its General Partner 

  Wynrose, Inc., an Alabama Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James W. Wilson, III

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James W. Wilson, III

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WILCHASE, LLC 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James W. Wilson III

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James W. Wilson, III

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Manager

  



 


 



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