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”), by and 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 “4.50% Senior Notes due 2011” (the “Notes”).  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 and the pricing committee thereof (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.


 


2.                                       The
maximum aggregate principal amount of the Notes that initially may be
authenticated and delivered under the Indenture shall be $150,000,000 (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).


 


3.                                       The
principal amount of the Notes shall be payable on February 1, 2011,
subject to the provisions of the Indenture and the Notes.


 


4.                                       Interest
will accrue from the date of issuance of the Notes.  The Notes will bear interest at 4.50% per annum, payable in the
manner and on the dates set forth in, and otherwise according to the terms set
forth in, the form of global certificate representing the Notes attached hereto
as Exhibit B and made a part hereof.


 


5.                                       The
Corporate Trust Office of U.S. Bank Trust National Association is appointed the
principal paying agent, transfer agent and registrar for the Notes and for the
purpose mentioned in Section 1002 of the Indenture.  The Notes may be presented for payment at
maturity or redemption at such Corporate Trust Office, or at any other agency
as may be appointed by the Company from time to time in the City of New York.


 


6.                                       The
Notes may be redeemed for cash at any time at the option of the Company, in
whole or in part, in accordance with the terms of the Notes and
Article Eleven of the Indenture, at a redemption price equal to the sum of
(i) the 


 

















 


principal amount
of the Notes being redeemed plus accrued and unpaid interest thereon to the
redemption date, and (ii) the Make-Whole Amount (as such term is defined in the
Notes), if any, with respect to the Notes being redeemed.


 


7.                                       The
Notes are subject to the same Events of Default and covenants of the Company as
those that are set forth in the Indenture.


 


8.                                       Notes
are to be issued as Registered Securities in global book-entry form through the
facilities of The Depository Trust Company or in certificated form, as shall be
directed by the Company by Company Order.


 


9.                                       The
provisions relating to defeasance and covenant defeasance contained in
Sections 1402 and 1403 of the Indenture apply to the Notes without
modification.


 


10.                                 The
Company will not pay Additional Amounts as contemplated by Section 1011 of
the Indenture on the Notes to any Holder who is not a United States person
(including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge.


 


11.                                 The
Notes will not be guaranteed.


 


12.                                 The
Notes shall have such other terms and conditions as are set forth in the form
of global certificate representing the Notes and, except as otherwise expressly
set forth herein or in the certificate representing the Notes, shall be subject
to the provisions of the Indenture.


 


Each of the
aforementioned officers of the Company has read all of the conditions precedent
relating to the issuance of the Notes contained in the Indenture and the
definitions therein relating thereto, and has read the Board Resolutions and
has examined the form of the global certificate representing the Notes.  The statements contained in this Officers’
Certificate are based on the familiarity of each of the undersigned with the
terms of the Indenture, the Board Resolutions, the global certificate
representing the Notes and with the business operations and financial condition
of the Company.  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.  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.  Capitalized terms used herein shall have the respective meanings
set forth for them in the Indenture, unless otherwise defined herein.


2

















 


IN WITNESS
WHEREOF, the undersigned have hereunto signed their names this 6th day of
February, 2004.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  John B. Roche

  
	
   

  	
   

  	
  Chief Financial Officer
  and Executive Vice

  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven F. Siegel

  
	
   

  	
   

  	
  Executive Vice
  President and Secretary

  



 


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