Exhibit
4.3


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW
YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING SET FORTH IN THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A
NOMINEE OF DTC.  THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.


 


Registered No.001


$150,000,000


CUSIP No. 648053 AC 0


 


NEW PLAN EXCEL REALTY
TRUST, INC.


 


4.50% SENIOR NOTE DUE
2011


 


NEW PLAN EXCEL REALTY TRUST, INC., a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
“Company,” which term shall include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede
& Co. or registered assigns, upon presentation, the principal sum of One
Hundred Fifty Million Dollars ($150,000,000) on February 1, 2011 (the “Stated
Maturity Date”), unless redeemed in full prior to the Stated Maturity Date, and
to pay interest on the outstanding principal amount thereof from February 6,
2004 or from the immediately preceding Interest Payment Date (as defined below)
to which interest has been paid or duly provided for, semiannually in arrears
on February 1 and August 1 in each year (each, an “Interest Payment Date”),
commencing August 1, 2004, at the rate of 4.50% per annum, until the entire
principal hereof is paid or made available for payment.  The interest so


 

















 


payable and punctually
paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note is registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may either be
paid to the Person in whose name this Note is registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by
the Trustee (as defined below), notice whereof shall be given to Holders of the
Notes not more than 15 days and not less than
10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes (as defined below) may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture.


 


Payment of the principal of and Make-Whole
Amount (as defined below), if any, and interest on this Note on the Stated Maturity Date or date of earlier redemption will be made in same day funds
against presentation and surrender of this Note at the office or agency
maintained for that purpose in the City of New York, or elsewhere as provided
in the Indenture, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that if this Note is not a global note, at the option of the
Company, payments of interest on any Interest Payment Date other than the Stated Maturity Date or date of earlier redemption may be made by check mailed to
the address of the Person entitled
thereto as such address shall appear in the Security Register; provided
further, that interest due on an
Interest Payment Date on or prior to a date previously set for redemption will
be paid on such Interest Payment Date to the holder of this Note on the
applicable Regular Record Date. 
Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.


 


This Note will be part of a series of debt securities of the Company
(herein called the “Debt Securities”) titled “4.50% Senior Notes Due 2011” (herein called the “Notes”), issued and to be
issued in one or more series under an Indenture,
dated as of January 30, 2004 (the “Indenture”), by and between the
Company and U.S. Bank Trust National Association, as trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are authenticated and delivered.


 


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This Note may be redeemed at any time at the option of the Company, in
whole or in part, in accordance with the terms of Article Eleven of the
Indenture, at a redemption price equal to the sum of (i) the principal amount
being redeemed plus unpaid interest accrued thereon to the Redemption Date and
(ii) the Make-Whole Amount, if any, with respect thereto.


 


Notwithstanding anything in the Indenture to the contrary, “Make-Whole
Amount” means, in connection with any optional redemption of any Notes, the
excess, if any, of


 


•                  the aggregate present value as of the
Redemption Date of each dollar of principal being redeemed and the amount of
interest, exclusive of interest accrued to the Redemption Date, that would have
been payable in respect of each such dollar of principal if the redemption had
not been made, determined by discounting, on a semiannual basis, such principal
and interest at the Reinvestment Rate (as defined below), determined on the
third business day preceding the date notice of the redemption is given, from
the respective dates on which such principal
and interest would have been payable if the redemption had not been
made, to the Redemption Date, over


 


•                  the aggregate principal amount of the
Notes being redeemed.


 


“Reinvestment Rate” means a rate per annum equal to
the sum of 0.150% plus the arithmetic
mean of the yields under the heading
“Week Ending” published in the most recent Statistical Release (as defined
below) under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes,
as of the Redemption Date of the Notes being redeemed.  If no maturity exactly corresponds to the maturity, yields for the two published maturities
most closely corresponding to that maturity shall be calculated pursuant
to the immediately preceding sentence and the Reinvestment Rate shall be
interpolated or extrapolated from those yields on a straight-line basis,
rounding each of the relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


 


“Statistical Release”
means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities or, if the statistical
release is not published at the time of any determination of the Make-Whole
Amount, then such other reasonably comparable index which shall be designated
by us.


 


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The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note.


 


If an Event of Default with respect to the Notes shall occur and be continuing, the
principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 


As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee
of a continuing Event of Default with respect to the Notes, the Holders
of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as  Trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a
majority in principal amount of the Notes at
the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity.  The foregoing shall
not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal
hereof or any Make-Whole Amount or interest
hereon on or after the respective due dates expressed herein.


 


The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and
the rights of the Holders of the
Outstanding Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of the Outstanding Debt
Securities of each series of the Notes then Outstanding affected thereby (voting as one class).  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all the
Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


 


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No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and Make-Whole Amount, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any Place of Payment where the principal of
(and Make-Whole Amount, if any) and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable only in registered form in denominations of
$1,000 and any integral multiple thereof. 
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal amount
of Notes of this series of a different authorized denomination, as requested by
the Holder surrendering the same.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future stockholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note by the Holder thereof and as part of the consideration for the issue of
the Notes.


 


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All capitalized terms used but not otherwise defined
in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused a “CUSIP” number to be printed on the Notes
as a convenience to the Holders of such Notes. 
No representation is made as to the correctness or accuracy of such
CUSIP number as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.


 


Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF, NEW PLAN EXCEL REALTY TRUST, INC. has caused this
instrument to be duly executed under its corporate seal.


 


Dated:  February 6, 2004


 


	
   

  	
  NEW PLAN EXCEL REALTY
  TRUST, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Steven F. Siegel

  	
   

  
	
  Executive Vice President,

  	
   

  
	
  General Counsel and Secretary

  	
   

  
					



 


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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION:


 


This is one of the Notes of the series designated therein referred to
in the within-mentioned Indenture.


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the
undersigned hereby


sells, assigns and
transfers unto


 


PLEASE INSERT SOCIAL


SECURITY OR OTHER IDENTIFYING


NUMBER OF ASSIGNEE


 


 


(Please Print or Typewrite Name and Address including
Zip Code of Assignee)


 


 


the within Note of New
Plan Excel Realty Trust, Inc.  and
hereby does irrevocably constitute and appoint


 


Attorney to
transfer said Note on the books of the within-named Company with full power of
substitution in the premises.


 


Dated:


 


 


NOTICE:  The signature to this assignment must
correspond with the name as it appears on the first page of the within Note in
every particular, without alteration or enlargement or any change whatever.


 


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