Exhibit
4.2


 


NEW PLAN EXCEL REALTY TRUST, INC.


 


OFFICERS’ CERTIFICATE PURSUANT TO


SECTIONS 301 AND 303 OF THE
INDENTURE


 


Pursuant to Sections 301 and
303 of the Indenture, dated as of January 30, 2004 (the “Indenture”), between
New Plan Excel Realty Trust, Inc., a Maryland corporation (the “Company”), and U.S.
Bank Trust National Association, as trustee (the “Trustee”), John B. Roche and
Steven F. Siegel, officers of the Company, do hereby certify that:


 


1.             The title of a series of debt securities to
be issued by the Company under the Indenture is “Medium-Term Notes Due Nine
Months or More from Date of Issue” (the “Notes”).


 


2.             The Notes have been established as a series
of securities to be issued under the Indenture in resolutions adopted by the
Board of Directors of the Company (the “Board Resolutions”) in accordance with
Section 301 of the Indenture, a copy of said Board Resolutions being
attached hereto as Exhibit A and made a part hereof.


 


3.             The forms and terms of the Notes issued as
Fixed Rate Notes and Floating Rate Notes are hereby respectively established,
pursuant to the Board Resolutions and authority granted therein, as the forms
of and the terms contained in the forms of Fixed Rate Notes and Floating Rate
Notes attached hereto as Exhibit B and made a part hereof, subject
to changes in such forms and the establishment of additional and/or different
terms by an authorized representative of the Company in the manner contemplated
in the Company Order delivered to the Trustee contemporaneously herewith
pursuant to Section 303 of the Indenture.


 


4.             The aggregate initial principal amount of the
Notes that may be authenticated and delivered under the Indenture (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305,
306, 906, 1107 or 1305 of the Indenture) is U.S. $400,000,000 (or the
equivalent thereof in one or more other currencies).


 


5.             Notes are issuable as Registered Securities
in global book-entry form through the facilities of The Depository Trust
Company or in certificated form.


 


6.             The provisions relating to defeasance and
covenant defeasance contained in Sections 1402 and 1403 of the Indenture
apply to the Notes.


 


7.             The Notes will not be guaranteed.


 


8.             To the best of each of the undersigned’s
knowledge, no Event of Default with respect to any of the securities issued
under the Indenture has occurred and is continuing.


 





















 


Each
of the aforementioned officers of the Company has read all of the conditions
precedent relating to the issuance, authentication and delivery of the Notes
contained in the Indenture and the definitions therein relating thereto, has
read the Board Resolutions and has examined the forms of Notes.  In the opinion of each of such officers, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not all such conditions precedent
have been complied with and, in the opinion of each such officer, all such
conditions precedent have been complied with.


 


IN
WITNESS WHEREOF, the undersigned have hereunto signed their names this 19th day
of January, 2005.


 


 


	
   

  	
  By:

  	
  /s/ John B. Roche

  	
   

  
	
   

  	
   

  	
  John B. Roche

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven F. Siegel

  	
   

  
	
   

  	
   

  	
  Steven F. Siegel

  
	
   

  	
   

  	
  Executive Vice President, General

  
	
   

  	
   

  	
  Counsel and Secretary

  



 


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