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Exhibit 4.3  


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 9, 2004 by and
between NEW PLAN EXCEL REALTY TRUST, INC., a Maryland corporation (the "Company"), and Richard L. Friedman and Carpenter &
Company, Inc., a Massachusetts corporation (each a "Holder" and collectively, together with their respective successors and assigns permitted
under Section 7.3 hereof, the "Holders"). 



        WHEREAS,
the Holders own all of the interests in FWP L.P., a Delaware limited partnership ("Westport"), and Westport, owns all of the
interests in First Westport Properties LLC, a Delaware limited liability company ("Westport Sub"); 


        WHEREAS,
Westport and Westport Sub own all of the interests in First Westport Properties L.P., a Delaware limited partnership, which owns 100% fee simple interest in the New Britain
Square Shopping Center (the "New Britain Square Property"); 


        WHEREAS,
the Holders desire to transfer all of their interests in Westport to Excel Realty Partners, L.P., a Delaware limited partnership (the
"Partnership"), or its designee, in exchange for units of limited partner interest in the Partnership (such transaction, the
"Transaction") and, in connection therewith, the Partnership is issuing an aggregate of 487,949 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: 


        (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, either 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 


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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 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), 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 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 either 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 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 


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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 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 


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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)   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 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 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(f), subject
to Section 3.2 above, at the request of the Holders, the Company shall prepare and 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; 


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        (g)   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 


        (h)   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 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; 




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. 


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        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 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. 


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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 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. 


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        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 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. 


        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. 


        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

Fax No.: (212) 869-7460	
 	

NEW PLAN EXCEL REALTY TRUST, INC.
	

 	
 	

By:	

/s/  STEVEN F. SIEGEL      
 Name: Steven F. Siegel

Title: Executive Vice President
	

Address:	
 	

HOLDERS:
	

Charles Square

20 University Road

Cambridge, Massachusetts 02138

Fax No.: (617) 864-5990	
 	

CARPENTER & COMPANY, INC.
	

 	
 	

By:	

/s/  RICHARD L. FRIEDMAN      
 Name: Richard L. Friedman

Title: President
	

 	
 	

RICHARD L. FRIEDMAN
	

 	
 	

/s/  RICHARD L. FRIEDMAN      





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SCHEDULE A    
    



	Holders
 
	 	Units

	Carpenter & Company, Inc.	 	2,439
	

Richard L. Friedman	
 	

485,510





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REGISTRATION RIGHTS AGREEMENT


SCHEDULE A