EXCEL REALTY TRUST INC, S-3/A, 1995-05-25

EXCEL REALTY TRUST INC
S-3/A, 1995-05-25
REAL ESTATE INVESTMENT TRUSTS

Previous: DEFINED ASSET FUNDS GOVT SEC INCOME FD FREDDIE MAC SERIES 7, 485BPOS, 1995-05-25

Next: VAN KAMPEN MERRITT EQUITY TRUST, N14EL24, 1995-05-25

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 1995

REGISTRATION NO. 33-59195
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

EXCEL REALTY TRUST, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)

------------------------

16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA 92127
(619) 485-9400
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

RICHARD B. MUIR
EXECUTIVE VICE PRESIDENT AND SECRETARY
EXCEL REALTY TRUST, INC.
16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA 92127
(619) 485-9400
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C>
SCOTT N. WOLFE, ESQ. THOMAS R. SMITH, JR., ESQ.
LATHAM & WATKINS BROWN & WOOD
701 B STREET, SUITE 2100 ONE WORLD TRADE CENTER, 56TH FLOOR
SAN DIEGO, CALIFORNIA 92101 NEW YORK, NEW YORK 10048
(619) 236-1234 (212) 839-5300
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE> 2

INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS SUBJECT TO
COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THAT A FINAL PROSPECTUS SUPPLEMENT IS DELIVERED. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED MAY 25, 1995

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE , 1995)

2,000,000 SHARES

EXCEL REALTY TRUST, INC.
COMMON STOCK
------------------------

Excel Realty Trust, Inc. (the "Company") is a self-administered,
self-managed real estate investment trust ("REIT") which acquires, owns and
manages neighborhood and community shopping centers and other retail and
commercial properties leased primarily to major retail companies. As of March
31, 1995, the Company owned or managed 36 shopping centers, 79 single tenant
properties and four commercial properties and office buildings.
The 2,000,000 shares of common stock of the Company, par value $.01 per
share (the "Common Stock"), offered hereby (the "Offering") are being sold by
the Company. The Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "XEL." The last reported sale price of the shares of
Common Stock on the NYSE on May 24, 1995 was $19.75 per share. See "Price Range
of Common Stock and Distributions."
The shares of Common Stock are subject to certain restrictions on ownership
designed to preserve the Company's status as a REIT for federal income tax
purposes. See "Description of Common Stock" and "Restrictions on Ownership of
Capital Stock" in the accompanying Prospectus.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------------
Per Share............................ $ $ $
- ------------------------------------------------------------------------------------------------------
Total(3)............................. $ $ $
- ------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Company has granted the Underwriters an option to purchase up to an
additional 300,000 shares of Common Stock to cover over-allotments. If all
such shares are purchased, the total Price to Public, Underwriting Discount
and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."
------------------------

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued by the Company, delivered to and accepted
by the Underwriters, subject to approval of certain legal matters by counsel for
the Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the shares of Common Stock will be made
in New York, New York on or about , 1995.
------------------------

MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
------------------------

The date of this Prospectus Supplement is June , 1995.

<PAGE> 3

[Map illustrating locations of Company's properties]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

S-2

<PAGE> 4

PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by the detailed
information and financial information appearing elsewhere in this Prospectus
Supplement or incorporated herein by reference. Unless otherwise indicated, the
information contained in this Prospectus Supplement assumes that the
Underwriters' over-allotment option is not exercised. All references to the
Company in this Prospectus Supplement include the Company and those entities
owned or controlled by the Company, unless the context indicates otherwise.

THE COMPANY

The Company is a self-administered, self-managed REIT which acquires, owns
and manages neighborhood and community shopping centers and other retail and
commercial properties leased primarily to major retail companies. As of March
31, 1995, the Company owned or managed 36 shopping centers (the "Shopping
Centers"), 79 single tenant properties (the "Single Tenant Properties") and four
commercial properties and office buildings (the "Commercial Properties"). The
Shopping Centers, Single Tenant Properties and Commercial Properties accounted
for approximately 56%, 37% and 7%, respectively, of the annualized base rental
income ("ABR") of the Company at March 31, 1995. The 119 properties owned or
managed by the Company are located in 28 states, contain approximately 8.6
million square feet of gross leasable area ("GLA") and were 98.4% leased as of
March 31, 1995.

Sixty percent of the Company's ABR at March 31, 1995 was derived from
lessees with 10 years or more remaining on their leases, over 60% was derived
from lessees with investment grade credit ratings and over 90% was derived from
major national or regional lessees. In addition, leases representing over 95% of
the Company's ABR at March 31, 1995 provide that the lessee is responsible for
substantially all costs and expenses associated with the ongoing maintenance of
the property, including but not limited to property taxes, insurance and common
area maintenance.

THE OFFERING

<TABLE>
<S> <C>
Shares Offered.............................. 2,000,000 shares of Common Stock(1)
Shares to be Outstanding After the 12,889,444 shares of Common Stock(1)(2)
Offering..................................
Use of Proceeds............................. To repay certain indebtedness, to acquire
neighborhood and community shopping centers
and for general corporate purposes. See "Use
of Proceeds."
New York Stock Exchange Symbol.............. "XEL"
</TABLE>

- ---------------
(1) Does not include up to 300,000 shares of Common Stock that may be issued
upon exercise of the Underwriters' over-allotment option.

(2) Does not include approximately 610,000 shares of Common Stock issuable upon
the exercise of options and warrants which are presently outstanding and up
to approximately 67,000 other shares of Common Stock issuable to various
parties upon the occurrence of certain events.
S-3

<PAGE> 5

SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------- --------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT FOR NUMBERS OF OPERATING PROPERTIES AND PER SHARE
DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA(1):
Total revenue from operating
properties......................... $ 13,426 $ 9,127 $ 41,014 $ 22,525 $ 5,827 $ 2,472 $ 1,021
Operating expenses................... 3,874 1,687 7,278 5,049 2,749 882 313
Net operating income................. 9,552 7,440 33,736 17,476 3,078 1,590 708
Depreciation and amortization........ 1,649 1,578 6,887 4,186 608 280 125
Interest expense..................... 4,441 2,804 14,190 9,360 2,218 1,340 741
Net income........................... 3,917 3,244 13,796 3,232 454 65 782
Net income per share................. 0.36 0.30 1.27 0.55 0.41 0.11 2.07

OTHER DATA(1):
Funds from operations(2)............. $ 6,060 $ 5,050 $ 21,869 $ 9,058 $ 1,062 $ 346 $ 64
Distributions........................ 4,679 4,523 18,604 8,811 1,115 65 104
Distributions per share.............. 0.43 0.42 1.71 1.42 1.13 1.02 0.72
Common shares outstanding (weighted
average)........................... 10,909 10,746 10,883 5,878 1,110 615 378
Gross leasable area (sq. ft. at end
of period)......................... 8,556 6,708 7,163 5,866 2,158 516 243
Number of operating properties (at
end of period)..................... 119 109 110 98 42 9 6

BALANCE SHEET DATA (AT END OF
PERIOD):
Real estate after accumulated
depreciation....................... $348,791 $349,255 $349,225 $273,362 $112,971 $22,890 $14,524
Total assets......................... 379,904 375,100 375,100 290,226 116,621 24,768 15,887
Mortgages payable.................... 196,868 201,157 201,157 113,487 89,442 14,582 9,468
Stockholders' equity................. 163,148 163,898 163,898 161,962 22,312 9,649 5,208
</TABLE>

- ---------------
(1) March 31, 1995 amounts include 11 properties containing approximately 1.4
million square feet of GLA master leased by the Company starting January 1,
1995. See "Recent Developments -- Property Acquisitions."

(2) The Company believes that to facilitate a clear understanding of its
operating results, funds from operations should be examined in conjunction
with its net income. The Company is accounting for funds from operations as
net income before gains (losses) on sales of real estate plus real estate
depreciation, amortization, amortized loan and leasing commission costs, and
loan costs written off. Management believes that reductions for these
charges are not meaningful in evaluating income-producing real estate, which
historically has not depreciated.
S-4
<R/>
<PAGE> 6

THE COMPANY

The Company is a self-administered, self-managed REIT which acquires, owns
and manages neighborhood and community shopping centers and other retail and
commercial properties leased primarily to major retail companies. As of March
31, 1995, the Company owned or managed 36 Shopping Centers, 79 Single Tenant
Properties and four Commercial Properties, which accounted for approximately
56%, 37% and 7%, respectively, of the ABR of the Company at March 31, 1995.
Approximately 81% of the Company's ABR derived from Single Tenant Properties is
attributable to properties located within shopping centers not otherwise owned
by the Company, while approximately 19% of such ABR comes from free standing
properties located in commercial areas. The 119 properties owned or managed by
the Company are located in 28 states, contain approximately 8.6 million square
feet of GLA and were 98.4% leased as of March 31, 1995.

The Company has paid regular and uninterrupted distributions on the Common
Stock since it commenced operations as a REIT in 1987. These distributions have
increased from $0.18 per share of Common Stock in the fourth quarter of 1987 to
$0.43 per share of Common Stock for the first quarter of 1995. On April 28,
1995, the Company declared a second quarter 1995 dividend of $0.445
(representing an annualized distribution rate of $1.78 per share) payable to all
stockholders of record on July 1, 1995. Purchasers of the Common Stock offered
hereby are expected to participate in such second quarter distribution. The
Company intends to continue making regular quarterly distributions to holders of
Common Stock. Distributions depend upon a variety of factors, however, and there
can be no assurance that distributions will continue to be made.

The Company's principal executive officers have worked together in
acquiring and managing retail and commercial real estate for over 15 years and
have administered the investments and affairs of the Company since 1989. After
giving effect to the Offering, management of the Company will own approximately
8.3% of the outstanding Common Stock.

The Company was incorporated under the laws of California in 1985 and
reincorporated as a Maryland corporation in July 1993. The Company's executive
offices are located at 16955 Via Del Campo, Suite 110, San Diego, California
92127, and its telephone number is (619) 485-9400.

GROWTH STRATEGY

Aggressive Management

The Company aggressively manages its properties, with an emphasis on
maintaining high occupancy rates and a strong base of nationally recognized
anchor tenants. In addition, the Company emphasizes monitoring of the physical
condition of the properties and the financial condition of the tenants. Over
time, the Company will seek to increase cash flow and portfolio value primarily
through contractual rent increases during the terms of its leases, reletting of
existing space at higher rents, expansion of existing properties and the
minimization of overhead and operating costs.
S-5
<R/>
<PAGE> 7

Acquisition of Properties

The Company intends to continue its portfolio focus on retail properties
with predictable cash flow and growth potential. The Company seeks to expand its
portfolio by acquiring well-located neighborhood and community shopping centers
and other retail properties with tenants that have a national or regional
presence and established credit quality and that the Company believes will have
the ability to make timely lease payments over the term of the lease.

Acquisitions through Partnerships. The Company may from time to time
acquire properties from unaffiliated property owners by forming partnerships and
exchanging limited partnership units in such partnerships for the property
owners' equity in the acquired properties. Such partnership units are generally
exchangeable for shares of Common Stock under certain circumstances. The Company
believes that this acquisition method may permit the Company to acquire
properties at attractive prices from property owners wishing to enter into tax
deferred transactions. In 1994, the Company acquired six properties through a
single partnership using the foregoing structure. In 1995, the Company formed a
second partnership, Excel Realty Partners, L.P., a Delaware limited partnership
("ER Partners"), to facilitate additional potential acquisitions, which may
include the Southeast Option Properties (as described under "Recent
Developments -- Property Acquisitions" below).

Ground Lease Development. The Company may from time to time finance
properties under development, provided that the developer of each such property
has previously obtained (i) a bond guaranteeing completion of the property and
(ii) signed leases from the principal tenant(s) who will occupy the property.
Under this financing method, the Company provides funds through a ground lease
arrangement to be used for the development of the property (at market rates of
interest), and upon completion, the Company has the option to purchase the
property (with the amount of funds advanced by the Company to be applied to the
purchase price). The Company believes that this method of financing may give the
Company opportunities to purchase developed properties at capitalization rates
slightly above those which might otherwise be available after completion of
development. In 1994, the Company acquired two properties using the foregoing
financing method.

Disposition of Properties

The Company continually analyzes each asset and identifies those properties
which can be sold (to the extent consistent with REIT qualification
requirements) for optimal capital gain given prevailing market conditions and
the particular characteristics of each property. Through this strategy, the
Company seeks to continually update its core property portfolio and redeploy
capital into newer properties or properties where its aggressive management
techniques may maximize property values. The Company, however, holds its
properties for investment and the production of rental income and not for sale
to customers or other buyers in the ordinary course of the Company's business.
If the Company were treated as holding properties for sale to customers in the
ordinary course of its business, it would be subject to tax equal to 100% of its
gain from each property sold (with no offset allowed for properties sold at a
loss). In addition, if the gain recognized in taxable years from certain asset
dispositions exceeds specified limits, such gain could cause the
disqualification of the Company as a REIT. See "Certain Federal Income Tax
Considerations to the Company of its REIT Election -- Taxation of the Company as
a REIT -- Sales or Dispositions of Assets" in the accompanying Prospectus. The
Company intends to rely on the advice of counsel before entering into any
binding agreement to dispose of an asset that such disposition will not result
in the imposition of such tax on the Company and will not result in the
disqualification of the Company as a REIT. Any such advice will, however, not be
binding on the Internal Revenue Service.

FINANCE STRATEGY

The Company intends to finance future acquisitions with the most
advantageous sources of capital available to the Company at the time, which may
include the sale of common stock, preferred stock or debt securities through
public offerings or private placements, the incurrence of additional
indebtedness through secured or unsecured borrowings and reinvestment of the
proceeds from the disposition of assets. The Company may acquire properties
subject to seller financing, existing loans secured by mortgages, deeds of
S-6

<PAGE> 8

trust or similar liens. The Company also may obtain mortgage financing for
properties it acquires and refinance its existing properties.

The Company has used REMIC (as hereinafter defined) financing to refinance
certain of its properties, as described under "Recent Developments -- Financing
Arrangements" below.

RECENT DEVELOPMENTS

PROPERTY ACQUISITIONS

In January 1995, the Company entered into a master lease and option
agreement with respect to 11 shopping centers containing approximately 1.4
million square feet of GLA, located in North Carolina (the "North Carolina
Option Properties"). The master lease requires the Company to pay an amount
equal to 8.0% of the lessor/seller's equity in such properties to the
lessor/seller and gives the Company all management and operating
responsibilities for the shopping centers. Under the master lease, the Company
receives all cash flow, if any, in excess of the payment required to be made to
the lessor/seller. The master lease has a term of five years. The Company has
the option to purchase any or all of the properties at any time prior to
February 1, 1996. If all such properties are purchased, the estimated total
purchase price would be $73.7 million, at least $18.7 million of which would be
payable in cash and up to $55 million of which would be payable through the
assumption of existing indebtedness on such properties.

On May 1, 1995, the Company acquired the first of the North Carolina Option
Properties. This shopping center, located in Asheboro, North Carolina, was
purchased for approximately $6.0 million (consisting of $4.1 million of existing
indebtedness on such property and $1.9 million in cash), contains approximately
87,800 square feet of GLA and had approximately $645,000 in ABR for the year
ended December 31, 1994. The Company expects to acquire five of the remaining
North Carolina Option Properties on July 1, 1995, subject to the satisfaction of
certain conditions. These centers are located in Kinston, Roxboro, Jonesville,
Kernersville and Siler City, North Carolina, and are anchored by one or more
drug, discount department, grocery or junior department stores. The purchase of
these five shopping centers would add approximately 500,000 square feet of GLA
to the Company's property portfolio. If all of such five properties are
acquired, the purchase price would be approximately $24 million (consisting of
$18 million of existing indebtedness on such properties and $6 million in cash).
Acquisition of the ten remaining North Carolina Option Properties in whole or in
part is subject to a number of contingencies, and there can be no assurance that
all or any of such properties will be acquired.

In May 1995, ER Partners obtained from an unaffiliated developer an option
to acquire up to 25 shopping centers containing approximately 2.4 million square
feet of GLA, located in the southeastern United States (the "Southeast Option
Properties"). Acquisition of the Southeast Option Properties in whole or in part
is subject to substantial contingencies, and there can be no assurance that all
or any of such properties will be acquired. If all of the Southeast Option
Properties are acquired by ER Partners, it is anticipated that ER Partners would
(i) assume approximately $107 million of existing indebtedness on such
properties, (ii) issue limited partnership units to such developer in an amount
valued at approximately $10 million to $13 million (which partnership units
would be exchangeable for up to 650,000 shares of Common Stock at the option of
the Company under certain circumstances) and (iii) pay approximately $6 million
to $9 million in cash to such developer. It is anticipated that such cash amount
would be contributed to ER Partners by the Company.

S-7

<PAGE> 9

A summary of acquisition activity since the Company's public offering in
August 1993 is set forth below.

<TABLE>
<CAPTION>
PERCENT
ACQUISITION COMPANY'S TOTAL GLA LEASED AS OF PURCHASE
DATE PROPERTY NAME LOCATION INTEREST (SQ.FT.) 03/31/95 PRICE
- -------------- ------------------------- ---------------------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
2nd Qtr. 1995 Village Marketplace Asheboro, NC 100% 87,800 93% $ 6,615,000
4th Qtr. 1994 Chapel Square Kannapolis, NC 100 45,450 97 2,959,000
3rd Qtr. 1994 Q-Club Scottsdale, AZ 100 44,374 100 5,207,000
2nd Qtr. 1994 Q-Club Phoenix, AZ 100 44,374 100 5,179,000
2nd Qtr. 1994 Lexington Road Plaza Versailles, KY 100 182,732 100 11,091,000
2nd Qtr. 1994 Sun Valley Plaza Mesa, AZ 100 80,678 86 3,012,000
2nd Qtr. 1994 Lake Wales Center Lake Wales, FL 100 102,161 100 5,795,000
1st Qtr. 1994 Valley View Plaza(1) Marion, IN 93 30,000 95 1,877,000
1st Qtr. 1994 Stanly County Plaza(1) Albemarle, NC 93 63,637 98 2,811,000
1st Qtr. 1994 London Marketplace London, KY 100 169,032 100 9,574,000
1st Qtr. 1994 Circle Center Hilton Head, SC 100 65,313 98 6,946,000
1st Qtr. 1994 Lakewood Village(1) Celina, OH 93 113,897 100 4,434,000
1st Qtr. 1994 Woodland Plaza(1) Warsaw, IN 93 31,000 93 1,625,000
1st Qtr. 1994 Wabash Valley Plaza(1) Terre Haute, IN 93 79,135 100 4,631,000
1st Qtr. 1994 Brooksville Square(1) Brooksville, FL 93 96,562 88 5,084,000
1st Qtr. 1994 Lowes Home Centers, Inc. Middletown, OH 100 126,400 100 6,248,000
1st Qtr. 1994 Lucky Phoenix, AZ 100 28,217 100 1,346,000
1st Qtr. 1994 Kmart Atlantic, IA 100 40,318 100 1,613,000
1st Qtr. 1994 Excel Building San Diego, CA 100 19,942 92 2,515,000
1st Qtr. 1994 Kash n Karry Homosassa Springs, FL 100 29,600 100 1,080,000
4th Qtr. 1993 Covington Gallery Covington, GA 100 172,482 98 9,110,000
4th Qtr. 1993 Ashland Square Ashland, OH 100 162,749 99 7,683,000
3rd Qtr. 1993 Galleria(2) Scottsdale, AZ 100 670,000 100 6,000,000
3rd Qtr. 1993 Irving West Irving, TX 100 70,056 96 4,729,000
--------- ------------
Total 2,555,909 $117,164,000
========== ===========
</TABLE>

- ---------------
(1) The Company owns a 93.2% interest in these properties, as the sole general
partner of the partnership holding the properties, E.H. Properties, L.P. The
limited partner has an option to convert its equity interest of 6.8% into
Common Stock of the Company at a conversion price of $22.25 per share. Upon
such conversion, the partnership would be dissolved.

(2) In addition to the purchase price, the Company paid approximately $2.0
million in back taxes for this property.

PROPERTY DISPOSITIONS

The Company holds its properties for investment and the production of
rental income and not for sale to customers or other buyers in the ordinary
course of the Company's business. However, the Company has determined from time
to time that the value of certain properties has been maximized in the Company's
hands and has (to the extent consistent with REIT qualification requirements)
sold such properties and redeployed the sales proceeds to purchase other income
properties that meet the Company's business objectives.

The Company has entered into a letter of intent with an unaffiliated party
with respect to the disposition of Talley Plaza, an office building owned by the
Company located in Phoenix, Arizona, for a price of approximately $17.8 million.
The closing of this transaction is subject to a number of contingencies, and
there can be no assurance that it will occur. The Company also may sell or
exchange (to the extent consistent with REIT qualification requirements)
additional properties in its portfolio in the future. See "Certain Federal
Income Tax Considerations to the Company of its REIT Election -- Taxation of the
Company as a REIT -- Sales or Dispositions of Assets" in the accompanying
Prospectus.

S-8

<PAGE> 10

A summary of disposition activity since the Company's public offering in
August 1993 is set forth below.

<TABLE>
<CAPTION>
DISPOSITION TOTAL GLA SALE
DATE PROPERTY NAME LOCATION (SQ. FT.) PRICE
- ---------------- ---------------------------------- ---------------- --------- ----------
<S> <C> <C> <C> <C>
1st Qtr. 1995 Osco Drug Mesa, AZ 24,789 $1,091,000
1st Qtr. 1995 Chester's Roseville, MN 5,000 377,000
4th Qtr. 1994 Lucky(1) Champaign, IL 29,427 1,597,000
2nd Qtr. 1994 Miami Wings & Things Miami, FL 2,768 384,000
2nd Qtr. 1994 Otero Savings & Loan Pueblo, CO 4,000 263,000
1st Qtr. 1994 Safeway(1) Odessa, TX 44,382 844,000
Diversified Hospitality Group,
1st Qtr. 1994 Inc. League City, TX 1,675 196,000
4th Qtr. 1993 Green Mill St. Paul, MN 14,240 791,000
4th Qtr. 1993 Fuddruckers Tucson, AZ 7,500 898,000
--------- ----------
Total 133,781 $6,441,000
======== =========
</TABLE>

- ---------------
(1) The Company received a lease termination fee from this tenant in addition to
sales proceeds.

FINANCING ARRANGEMENTS

In December 1994, the Company obtained a $25 million secured revolving
credit facility (the "Secured Revolving Credit Facility") from The First
National Bank of Boston ("FNBB"). Borrowings under the Secured Revolving Credit
Facility bear interest at a rate of LIBOR plus 2.0% and are available for
general corporate purposes, including property acquisitions. The Secured
Revolving Credit Facility matures in December 1997. Borrowings outstanding under
the Secured Revolving Credit Facility as of March 31, 1995 totalled $9.8
million. The Company has received a commitment letter from FNBB to increase the
Secured Revolving Credit Facility from $25 million to $65 million and to
decrease the interest rate thereon to LIBOR plus 1.75%. There can be no
assurance that either of these changes will occur.

In March 1994, the Company's wholly-owned subsidiary, Excel Mortgage
Funding Corporation ("EMFC"), and EMFC's wholly-owned subsidiary, Excel Credit
Corporation ("ECC"), completed a securitized mortgage financing known as a real
estate mortgage investment conduit (a "REMIC"). Pursuant to this transaction,
ECC issued and sold publicly, in an underwritten offering, $100 million
aggregate principal amount of its Commercial Mortgage Pass-Through Certificates,
Series 1994-1, Class A and Class B (respectively, the "Class A Certificates" and
the "Class B Certificates," and collectively, the "Certificates"). The Class A
Certificates were rated AAA and the Class B Certificates were rated AA by Fitch
Investors Services, Inc. and Duff and Phelps Credit Rating Co. The Class A
Certificates bear interest at a variable rate equal to one-month LIBOR plus
0.6%, and the Class B Certificates bear interest at a variable rate equal to
one-month LIBOR plus 0.8%. The Certificates mature in February 2001. To protect
against future increases in interest rates, ECC entered into interest rate
protection agreements with an interest rate cap provider which limits ECC's
maximum all-inclusive interest rate exposure to 8.5%. The Certificates are fully
prepayable at any time without penalty. The net proceeds of the offering of the
Certificates were used to retire existing mortgage financing and to acquire
properties.

The Company is required to pay 125% of a property's allocated loan balance
under the REMIC financing documents to release it from collateralization under
the REMIC. In December 1994, the Company sold one of the REMIC properties and
used proceeds to repay $1,284,000 aggregate principal amount of the
Certificates. In January 1995, the Company repaid an additional $2,057,000
aggregate principal amount of the Certificates. The aggregate principal amount
of the Certificates outstanding at March 31, 1995 was approximately $94 million,
secured by 63 properties owned by EMFC.

S-9

<PAGE> 11

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Common Stock offered
hereby is estimated at approximately $ million ($ million if the
Underwriters' over-allotment option to purchase 300,000 additional shares of
Common Stock from the Company is exercised in full). The Company presently
intends to use the net proceeds from the Offering to repay approximately $15
million of indebtedness outstanding under the Secured Revolving Credit Facility,
for property acquisitions (which may include the North Carolina Option
Properties and the Southeast Option Properties) and for general corporate
purposes. The borrowings outstanding under the Secured Revolving Credit Facility
were incurred within the last year to acquire properties and to repay certain
indebtedness outstanding under the REMIC financing. Such borrowings presently
bear interest at a rate of 8.125% and are due and payable in December 1997.

Pending such use, the Company may invest proceeds of the Offering in
short-term income producing investments such as investments in commercial paper,
government securities or money market funds that invest in government
securities.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1995, and as adjusted to give effect to the Offering and the
anticipated use of proceeds of the Offering to repay indebtedness under the
Secured Revolving Credit Facility, as described under "Use of Proceeds."

<TABLE>
<CAPTION>
OUTSTANDING AS ADJUSTED(1)
----------- --------------
(IN THOUSANDS)
<S> <C> <C>
Debt:
Notes payable............................................... $ 9,812 $ 12
Mortgages payable(2)........................................ 196,868 196,868
----------- --------------
Total Debt............................................... $ 206,680 $196,880
----------- --------------
Stockholders' equity:
Preferred stock, par value $.01 per share, 10,000,000 shares
authorized, none issued and outstanding.................. -- --
Common stock, par value $.01 per share, 100,000,000 shares
authorized, 10,889,444 shares issued and outstanding and
12,889,444 shares issued and outstanding, as adjusted.... $ 109 $ 129(3)(4)
Additional paid-in capital.................................. 175,714 215,044
Accumulated distributions in excess of net income........... (12,675) (12,675)
----------- --------------
Total stockholders' equity............................... $ 163,148 $202,369
----------- --------------
Total capitalization................................... $ 369,828 $399,249
========= ===========
</TABLE>

- ---------------
(1) Assumes a per share price of $19.75 on 2.0 million shares of Common Stock
issued in the Offering.

(2) Includes approximately $94 million outstanding under the REMIC financing.
See "Recent Developments -- Financing Arrangements."

(3) Assumes that the Underwriters do not exercise the over-allotment option to
purchase up to 300,000 additional shares of Common Stock from the Company.

(4) Does not include approximately 610,000 shares of Common Stock issuable upon
the exercise of options and warrants which are presently outstanding and up
to approximately 67,000 other shares of Common Stock issuable to various
parties upon the occurrence of certain events.

S-10

<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data for the
Company and should be read in conjunction with the Consolidated Financial
Statements of the Company and Notes thereto included in the Company's 1994
Annual Report and the Condensed Consolidated Financial Statements and Notes
thereto included in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, each incorporated by reference herein. Operating results
for the three months ended March 31, 1995 are not necessarily indicative of the
results that may be expected for the entire year ended December 31, 1995.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT FOR NUMBERS OF OPERATING PROPERTIES AND PER SHARE
DATA)
<S> <C> <C> <C> <C> <C> <C> <C>

OPERATING DATA(1):
Total revenue from operating
properties.......................... $ 13,426 $ 9,127 $ 41,014 $ 22,525 $ 5,827 $ 2,472 $ 1,021
Operating expenses.................... 3,874 1,687 7,278 5,049 2,749 882 313
Net operating income.................. 9,552 7,440 33,736 17,476 3,078 1,590 708
Depreciation and amortization......... 1,649 1,578 6,887 4,186 608 280 125
Interest expense...................... 4,441 2,804 14,190 9,360 2,218 1,340 741
Net income............................ 3,917 3,244 13,796 3,232 454 65 782
Net income per share.................. 0.36 0.30 1.27 0.55 0.41 0.11 2.07

OTHER DATA(1):
Funds from operations(2).............. $ 6,060 $ 5,050 $ 21,869 $ 9,058 $ 1,062 $ 346 $ 64
Distributions......................... 4,679 4,523 18,604 8,811 1,115 65 104
Distributions per share............... 0.43 0.42 1.71 1.42 1.13 1.02 0.72
Common shares outstanding (weighted
average)............................ 10,909 10,746 10,883 5,878 1,110 615 378
Gross leasable area (sq. ft. at end of
period)............................. 8,556 6,708 7,163 5,866 2,158 516 243
Number of operating properties (at end
of period).......................... 119 109 110 98 42 9 6

BALANCE SHEET DATA (AT END OF PERIOD):
Real estate after accumulated
depreciation........................ $348,791 $349,255 $349,225 $273,362 $112,971 $22,890 $14,524
Total assets.......................... 379,904 375,100 375,100 290,226 116,621 24,768 15,887
Mortgages payable..................... 196,868 201,157 201,157 113,487 89,442 14,582 9,468
Stockholders' equity.................. 163,148 163,898 163,898 161,962 22,312 9,649 5,208
</TABLE>

<PAGE> 13

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Since the Company's public offering in August 1993, the Company's Common
Stock has been listed on the NYSE under the symbol "XEL." The following sets
forth the high and low closing sale prices for the Common Stock for the fiscal
periods indicated as reported by the New York Stock Exchange Composite Tape and
the distributions per share paid by the Company with respect to each such
period.

<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---- --- ---------
<S> <C> <C> <C>
1993
August 5 through September 30.................................... $20.500 $18.375 $0.230(1)
Fourth Quarter................................................... $21.250 $17.675 $0.415
1994
First Quarter.................................................... $22.250 $18.125 $0.415
Second Quarter................................................... $20.875 $19.500 $0.430
Third Quarter.................................................... $20.375 $18.000 $0.430
Fourth Quarter................................................... $18.375 $15.625 $0.430
1995
First Quarter.................................................... $19.125 $16.375 $0.430
April 1 through May 24........................................... $20.625 $18.125 $0.445(2)
------- ------- ------
</TABLE>

- ---------------
(1) Represents distributions for the partial quarter subsequent to the public
offering. Distributions declared in respect of the full third quarter of
1993 totaled $0.370 per share of Common Stock.

(2) On April 28, 1995, the Company declared a second quarter 1995 distribution
of $0.445 per share payable to all stockholders of record on July 1, 1995.
Purchasers of the Common Stock offered hereby are expected to participate in
such second quarter distribution.

On May 24, 1995, the last reported sale price of the Common Stock on the
NYSE was $19.75.

Future distributions by the Company will be at the discretion of the Board
of Directors and will depend on the actual cash flow of the Company, its
financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Internal Revenue Code of 1986, as amended, and
such other factors as the Board of Directors deems relevant, and there can be no
assurance that distributions will be made at historical rates, or at all.

Distributions by the Company to the extent of its current earnings and
profits for federal income tax purposes are taxable to stockholders as ordinary
dividend income (unless such distributions are designated as capital gain
distributions). Distributions in excess of earnings and profits generally are
treated as a non-taxable return of capital to the extent of a stockholder's
basis in the Common Stock. A return of capital distribution has the effect of
deferring taxation until a stockholder's sale of the Common Stock. See "Certain
Federal Income Tax Considerations to Holders of Common Stock." The Company has
determined that approximately 86% of the distributions paid during 1994
represented ordinary dividend income to its stockholders and approximately 14%
represented return of capital. Distributions paid during 1993 have been
determined by the Company to be comprised of approximately 71% ordinary dividend
income and 29% return of capital.

DIVIDEND REINVESTMENT PLAN

The Company has implemented a dividend reinvestment plan under which common
stockholders may elect to automatically reinvest their dividends in shares of
Common Stock. The Company may, from time to time, repurchase shares of Common
Stock in the open market for purposes of fulfilling its obligations under this
dividend reinvestment plan or may elect to issue additional shares of Common
Stock.
S-12

<PAGE> 14

BUSINESS AND PROPERTIES

PROPERTY PORTFOLIO

As set forth in the following table, the Company's property portfolio at
March 31, 1995 contained approximately 8.6 million square feet of GLA in 119
properties, with approximately $48.4 million in ABR as of March 31, 1995.

<TABLE>
<CAPTION>
ANNUALIZED PERCENT OF
TOTAL BASE SCHEDULED
NUMBER OF PERCENT GLA RENTAL ANNUAL BASE
STATE PROPERTIES LEASED (SQ. FT.) INCOME RENTAL INCOME
----- ---------- ------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Alabama 3 100% 94,329 $ 530,584 1.1%
Arkansas 2 100 105,459 528,882 1.1
Arizona 15 98 1,762,451 9,738,079 20.1
California 3 92 42,030 624,855 1.3
Colorado 4 100 201,016 981,130 2.0
Florida 6 96 540,637 3,416,576 7.1
Georgia 5 99 469,440 2,712,483 5.6
Iowa 3 100 104,208 562,966 1.2
Illinois 9 100 397,127 2,596,479 5.4
Indiana 13 99 490,309 2,675,442 5.5
Kentucky 4 100 612,696 3,690,380 7.6
Louisiana 1 100 41,293 228,671 0.5
Michigan 3 100 107,614 551,190 1.1
Minnesota 2 100 11,562 166,209 0.3
Missouri 4 100 188,957 757,357 1.6
Nebraska 3 100 70,513 410,442 0.8
New Jersey 1 100 55,552 271,779 0.6
North Carolina 13(1) 97 1,531,378 8,673,359 17.9
North Dakota 1 100 55,552 294,999 0.6
Ohio 5 100 449,823 2,298,837 4.8
Oklahoma 1 100 45,510 280,344 0.6
Pennsylvania 3 100 180,288 1,156,348 2.4
South Carolina 3 100 180,740 1,164,215 2.4
Tennessee 1 90 185,679 419,564 0.9
Texas 7 99 351,914 2,086,707 4.3
Virginia 1 99 193,238 1,105,399 2.3
Washington 2 100 27,970 210,927 0.4
Wisconsin 1 100 59,097 218,017 0.5
--- --- --------- ----------- -----
Total 119 99%(2) 8,556,382 $48,352,220(3) 100.0%
=== === ========= =========== =====
</TABLE>

- ---------------
(1) Includes 11 properties that the Company operated at March 31, 1995 under a
master lease with an option to purchase. On May 1, 1995, the Company
acquired one of these properties. See "Recent Developments -- Property
Acquisitions."

(2) Percent of total GLA leased as of March 31, 1995.

(3) Includes income from space leased for which rent is being paid but which is
not presently occupied. See "Single Tenant Properties" table below.
S-13

<PAGE> 15

Shopping Centers. The Company's Shopping Centers consist of 36
neighborhood and community centers that are leased primarily to major retail
companies. The Shopping Centers contained approximately 5.1 million square feet
of GLA and accounted for approximately 56% of the Company's ABR as of March 31,
1995. The table below sets forth certain pertinent information regarding the
Shopping Centers as of March 31, 1995.

CALIFORNIA
Burbank
Sony/Kinko
Building.... 14,616 2 413,880 28.32 100 Sony 72 1999
Kinkos 28 1998
FLORIDA
Brooksville
Brooksville
Square...... 96,391 17 599,938 6.22 88 Publix 33 2007
Walgreens 13 1997
Deland
Northgate
Shopping
Ctr......... 186,074 8 1,247,169 6.70 100 Kmart 60 2018
Publix 30 2013
Lake Wales
Eastgate
Center...... 102,161 2 613,843 6.01 100 Kmart 93 2019
Petrie 7 1999
Leesburg
Leesburg
Square...... 89,661 14 628,934 7.01 90 Publix 44 2006
Walgreens 14 2026
Fashion Bug 13 2000
GEORGIA
Covington
Covington
Gallery..... 172,482 14 984,912 5.71 98 Kmart 50 2016
Ingles 26 2011
Perry
Perry
Marketplace... 179,973 17 1,142,834 6.35 99 Kmart 53 2017
Kroger 21 2012
B.C. Moore 9 2008
INDIANA
Marion
Valley View
Plaza(2).... 29,975 13 236,946 7.90 95 Webb's Hallmark 16 1999
Sycamore Stores 10 2000
Terre Haute
Wabash Valley
Plaza(2).... 79,135 12 534,061 6.75 100 Supervalue Store 58 2009
Clothes Quarters of
T.H. 9 1996
Warsaw
Woodland
Plaza(2).... 31,007 13 208,954 6.74 93 Shoe Show 15 1999
Broadway Video 13 1997
KENTUCKY
Elizabethtown
Kmart Plaza... 130,466 8 767,358 5.88 100 Kmart 70 2017
Food Lion 22 2011
Glasgow
Highland
Commons..... 130,466 5 673,507 5.16 98 Kmart 70 2017
Food Lion 22 2012
London
London
Marketplace... 169,032 7 1,037,764 6.14 100 Kmart 56 2018
Kroger 24 2014
Goody's 12 2003
</TABLE>

S-14

<PAGE> 16

<TABLE>
<CAPTION>
ANNUALIZED
--------------------- PERCENT PERCENT OF LEASE
TOTAL BASE OF TOTAL CENTER LEASED EXPIRATION
GLA NUMBER RENTAL RENT PER CENTER PRINCIPAL BY PRINCIPAL OF PRINCIPAL
LOCATION (SQ. FT.) OF TENANTS INCOME SQ. FT. LEASED TENANT(S) TENANT(S) TENANT(S)
- ------------------ --------- ----------- ----------- -------- --------- ----------------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Versailles
Lexington Road
Plaza....... 182,732 9 $ 1,211,751 $ 6.63 100% Kmart 52% 2018
Kroger 33 2014
Fashion Bug 5 2004
NORTH CAROLINA
Albemarle
Stanly County
Plaza(2).... 63,637 17 321,952 5.06 98 Ingles 50 2008
Asheboro
Village
Marketplace... 87,800 25 645,465 7.35 93 Harris-Teeter 34 2008
Old America 19 2000
Hillsborough
Hillsborough
Commons(3)..... 107,740 17 602,352 5.59 100 Wal-Mart 61 2009
Byrd's Foods 23 2009
Jonesville
Foothills
Market(3)... 44,350 5 239,628 5.40 89 Food Lion 56 2008
Family Dollar 14 2000
Kannapolis
Chapel
Square...... 45,450 6 350,842 7.72 97 Food Lion 64 2013
Revco 19 2008
Kernersville
Piney Grove
Plaza(3).... 49,709 9 344,676 6.93 98 Lowe's Food 64 2008
Scotty Drugs 12 1998
Kinston
Kinston
Pointe(3)... 170,166 23 793,560 4.66 86 Wal-Mart 53 2011
Food Lion 15 2011
Oxford
Granville
Corners(3)... 201,107 29 870,528 4.33 100 Wal-Mart 35 2012
McDonald's 22 2011
Byrd's Foods 14 2011
Central Carolina Bank 10 1996
Roxboro
Roxboro
Square(3)... 98,980 17 569,484 5.75 100 Wal-Mart 70 2009
Cato 6 1999
Siler City
Siler
Crossing(3)... 132,639 20 731,028 5.51 98 Rose's Department Store 34 2008
Food Lion 19 2008
Belk-Yates 17 2008
Revco 6 2003
Cato 5 1998
Statesville
Crossroads
Center(3)... 242,439 35 1,603,272 6.61 100 Wal-Mart 47 2011
Bi-Lo Foods 14 2011
Cato 4 2001
Goody's 9 2001
Wadesboro
Anson
Station(3)... 130,800 19 699,036 5.34 99 Wal-Mart 40 2008
B.C. Moore 14 2004
Food Lion 19 2008
Revco 6 2004
Williamston
Roanoke
Landing(3)... 156,561 22 901,536 5.76 97 Wal-Mart 45 2011
Revco 5 2006
Cato 3 1996
OHIO
Ashland
Ashland
Square...... 163,168 14 882,599 5.41 99 Wal-Mart 42 2010
Food Town 26 2010
Celina
Lakewood
Village(2)... 113,897 11 517,989 4.55 100 Wal-Mart 61 2010
Ulmans 16 2005
SOUTH CAROLINA
Hilton Head
Circle
Center...... 65,713 14 607,926 9.25 98 Bi-Lo Foods 56 2012
Revco 13 2004
</TABLE>

S-15

<PAGE> 17

Total......... 5,128,570 $27,371,020 $ 5.34
======== ========== =======
</TABLE>

- ---------------
(1) This property is master leased to a development company that is in the
process of redeveloping the center.

(2) The Company owns a 93.2% interest in this property.

(3) This property is operated by the Company under a master lease with an option
to purchase. See "Recent Developments -- Property Acquisitions."

(4) The Company owns a 50% interest in this property.

Single Tenant Properties. The Company's Single Tenant Properties consist
of 79 properties leased primarily to major retail companies. Approximately 81%
of the Company's ABR derived from Single Tenant Properties is attributable to
properties located within shopping centers not otherwise owned by the Company,
while approximately 19% of such ABR comes from free standing properties located
in commercial areas. In general, the leases on the Single Tenant Properties
require the lessee to be responsible for substantially all of the costs and
expenses associated with the ongoing maintenance of the property, including but
not limited to property taxes, insurance and common area maintenance. Single
Tenant Properties contained approximately 3.2 million square feet of GLA and
accounted for approximately 37% of the Company's ABR at March 31, 1995. The
table below sets forth certain pertinent information regarding the Single Tenant
Properties as of March 31, 1995.
<TABLE>
<CAPTION>
ANNUALIZED
---------------------------
TOTAL BASE RENT
GLA RENTAL PER
LOCATION TENANT SUBTENANT (SQ. FT.) INCOME SQ.FT.
- --------------------- --------------------- ---------------------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
ALABAMA
Muscle Shoals Kroger(1) Sack N Save 42,130 $ 252,780 $ 6.00
Muscle Shoals SuperX(1) Handy TV 10,069 60,414 6.00
Scottsboro Kroger(1) Bruno's (Food World) 42,130 217,390 5.16
ARKANSAS
Pine Bluff Kmart(1) Country Market 60,842 288,231 4.74
Sherwood Safeway(1) Harvest Foods 44,617 240,651 5.39
ARIZONA
Casa Grande Kmart(2)(3) 50,000 145,396 2.91
Mesa Lucky(1) ABCO 29,827 126,437 4.24
Phoenix Lucky(1) ABCO 28,217 154,620 5.48
Phoenix Newspaper,
Phoenix Inc. 25,625 127,751 4.99
Phoenix Q-Club 44,374 643,749 14.51
Scottsdale Q-Club 44,374 643,749 14.51
Tucson Lucky(2)(3) 29,700 149,778 5.04
Tucson Vacant(4) 25,800 148,334(4) 5.75(4)
Yuma Longs(1) Payless Drugs 25,834 113,050 4.38
CALIFORNIA
Ventura Kindercare(5) 7,472 80,755 10.81
COLORADO
Brighton Wal-Mart 94,220 343,020 3.64
Colorado Springs Safeway 44,240 353,363 7.99
Durango Kmart(1) Payless Drugs 50,000 201,737 4.03
Pueblo United Artist 12,556 83,010 6.61

LEASE
LOCATION EXPIRATION
- --------------------- ----------
<S> <C<C>
ALABAMA
Muscle Shoals 2007
Muscle Shoals 2007
Scottsboro 2007
ARKANSAS
Pine Bluff 2046
Sherwood 2037
ARIZONA
Casa Grande 2002
Mesa 2002
Phoenix 2001

Phoenix 2000
Phoenix 2019
Scottsdale 2019
Tucson 2003
Tucson 1996(4)
Yuma 2001
CALIFORNIA
Ventura 2006
COLORADO
Brighton 2008
Colorado Springs 2002
Durango 2002
Pueblo 2002
</TABLE>

S-16

<PAGE> 18

<TABLE>
<CAPTION>
ANNUALIZED
---------------------------
TOTAL BASE RENT
GLA RENTAL PER
LOCATION TENANT SUBTENANT (SQ. FT.) INCOME SQ.FT.
- --------------------- --------------------- ---------------------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
FLORIDA
Brandon Lucky/Kash n Karry(6) 36,750 $ 202,582 $ 5.51
Homosassa Springs Lucky/Kash n Karry(6) 29,600 124,110 4.19
GEORGIA
Albany Kmart(2)(3) 72,897 332,559 4.56
East Albany Kroger(1) JH Harvey 34,019 197,611 5.81
East Albany SuperX(1) Rite Aid 10,069 54,567 5.42
IOWA
Atlantic Kmart 40,318 159,999 3.97
Coralville Lucky/Eagle(7) 28,875 172,668 5.98
Dubuque Lucky/Eagle(7) 35,015 230,299 6.58
ILLINOIS
Decatur Lucky/Eagle(7) 29,000 181,996 6.28
Moline Lucky/Eagle(7) 38,681 227,420 5.88
New Lenox Lucky/Eagle(7) 39,410 259,016 6.57
Orland Hills Wal-Mart 114,513 824,075 7.20
Ottawa Kroger 44,088 278,866 6.33
Peoria Lucky/Eagle(7) 30,000 208,133 6.94
Springfield Lucky/Eagle(7) 30,000 180,090 6.00
Sterling Lucky/Eagle(7) 40,265 229,748 5.71
Waterloo Kroger(1) National Super Markets 31,170 207,135 6.65
INDIANA
Decatur Wal-Mart 72,200 324,301 4.49
Fort Wayne Kindercare 4,584 18,000 3.93
Hobart Eagle(2)(3) 29,300 190,791 6.51
Indianapolis Kindercare 4,212 18,000 4.27
Indianapolis Kindercare 4,452 18,000 4.04
Indianapolis Kindercare 4,268 18,000 4.22
Indianapolis Kindercare 4,452 18,000 4.04
Michigan City Eagle 29,000 158,000 5.45
Terre Haute Lowes Home Center 104,259 557,785 5.35
Wabash Wal-Mart 93,465 374,604 4.01
LOUISIANA
West Monroe Safeway(1) Brookshire Grocery 41,293 228,671 5.54
MICHIGAN
Big Rapids Wal-Mart 91,440 337,628 3.69
Dearborn Heights Mountain Jacks 9,914 150,000 15.13
Kalamazoo Kindercare 6,260 63,562 10.15
MINNESOTA
Maplewood Egghead Discount 2,880 40,320 14.00
MISSOURI
Fenton Kindercare 4,659 22,560 4.84
High Ridge Kindercare 4,654 32,299 6.94
Springfield Kmart 106,747 399,999 3.75
St. Charles Kmart(2)(3) 72,897 302,499 4.15
NORTH DAKOTA
Fargo Kmart(2)(3) 55,552 294,999 5.31
NEBRASKA
Grand Island Autoworks 5,671 56,919 10.04
Hastings Autoworks 4,000 40,749 10.19
Omaha Kmart 60,842 312,774 5.14
NEW JERSEY
Somerville Kmart 55,552 271,779 4.89
OHIO
Mentor Mountain Jacks 6,040 107,250 17.76
Middletown Lowes Home Center 126,400 649,999 5.14
Waverly Kmart 40,318 141,000 3.50
OKLAHOMA
Muskogee Safeway(1) Homeland 45,510 280,344 6.16
PENNSYLVANIA
Clearfield Kroger(1) Super Value 31,170 210,000 6.74
Pittsburgh Kroger(1) Giant Eagle 34,026 266,680 7.84
Wyomissing Wal-Mart 115,092 679,668 5.91
SOUTH CAROLINA
Goose Creek Kmart(2)(3) 72,897 333,000 4.57
James Island Kroger(1) Bi-Lo Foods 42,130 223,289 5.30

LEASE
LOCATION EXPIRATION
- --------------------- ----------
<S> <C<C>
FLORIDA
Brandon 2002
Homosassa Springs 2002
GEORGIA
Albany 2006
East Albany 2007
East Albany 2007
IOWA
Atlantic 2005
Coralville 2006
Dubuque 2000
ILLINOIS
Decatur 2002
Moline 2001
New Lenox 2002
Orland Hills 2009
Ottawa 2007
Peoria 2007
Springfield 2002
Sterling 2000
Waterloo 2007
INDIANA
Decatur 2009
Fort Wayne 1995
Hobart 2003
Indianapolis 1995
Indianapolis 1995
Indianapolis 1995
Indianapolis 1995
Michigan City 2003
Terre Haute 2012
Wabash 2008
LOUISIANA
West Monroe 2002
MICHIGAN
Big Rapids 2008
Dearborn Heights 2006
Kalamazoo 2006
MINNESOTA
Maplewood 1997
MISSOURI
Fenton 1997
High Ridge 2000
Springfield 2007
St. Charles 2006
NORTH DAKOTA
Fargo 2007
NEBRASKA
Grand Island 2008
Hastings 2008
Omaha 2006
NEW JERSEY
Somerville 2007
OHIO
Mentor 2005
Middletown 2013
Waverly 2006
OKLAHOMA
Muskogee 2002
PENNSYLVANIA
Clearfield 2007
Pittsburgh 2007
Wyomissing 2008
SOUTH CAROLINA
Goose Creek 2007
James Island 2007
</TABLE>

S-17

<PAGE> 19

<CAPTION>
LEASE
LOCATION EXPIRATION
- --------------------- ----------
<S> <C<C>
TEXAS
DeSoto 2005
Houston 2011
Houston 2011
Houston 2002
Missouri City 2002
Temple 2008
WASHINGTON
Chehalis 2002
Veradale 2000
WISCONSIN
Berlin 2009
Total
</TABLE>

- ---------------
(1) Subleased properties accounted for 7.1% of the Company's total ABR at March
31, 1995.

(2) Property is currently unoccupied. Nevertheless, the tenant under the lease
remains responsible for payment of all rents due under such lease.

(3) Unoccupied properties accounted for 3.7% of the Company's total ABR at March
31, 1995.

(4) Amount shown is original lease amount. Company received lease termination
fee of $525,000 which it is recognizing over two years, beginning in
November 1994. There is currently a new lease pending.

(5) The Company owns a 61% interest in this property.

(6) This property was originally built by Lucky for its subsidiary Kash n Karry.
Lucky has subsequently sold Kash n Karry but remains obligated on this
lease.

(7) This property was originally built by Lucky for its subsidiary Eagle Food
Centers, Inc. Lucky has subsequently sold such subsidiary but remains
obligated on this lease.

Properties for which a subtenant is listed have been subleased to such
subtenant. Nevertheless, in each case the original lessee under the lease
pertaining to the property remains responsible for payment of all rents due
under such lease. Subleased properties generally have been subleased for a term
and rent that is approximately the same as the remaining term and rent of the
original lease. In the event that the subtenant defaults under the sublease and
vacates the property, or in the event that the term of the sublease expires
earlier than the term of the lease, the property could remain unoccupied until a
new subtenant is located. In any event, the original lessee will remain
responsible for payment of all rents due under the lease for the full remaining
term of the lease.

S-18

<PAGE> 20

Commercial Properties. The Company's Commercial Properties consist of
three office buildings and one commercial property. The Commercial Properties
contained approximately 276,000 square feet of GLA and accounted for
approximately 7.4% of the Company's ABR at March 31, 1995. The table below sets
forth certain pertinent information regarding the Commercial Properties as of
March 31, 1995.
<TABLE>
<CAPTION>
ANNUALIZED
--------------------
TOTAL BASE PERCENT OF PERCENT OF
GLA NUMBER RENTAL RENT PER PROPERTY PRINCIPAL PROPERTY LEASED
LOCATION (SQ. FT.) OF TENANTS INCOME SQ. FT. LEASED TENANT(S) BY PRINCIPAL TENANT(S)
- ----------------------- --------- ---------- ---------- -------- ------------ ------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ARIZONA
Phoenix
Talley Plaza 225,870 30 $2,925,493 $12.95 97% Intergroup 22%
Alexander & Alexander 13
Talley Industries, Inc. 10
Scottsdale
Genetrix(1) 21,560 1 261,361 12.12 100 Genetrix 100
CALIFORNIA
San Diego
Excel Building 19,942 9 130,220 6.53 92 Excel Realty Trust, Inc. 32
MINNESOTA
Stillwater
Government Bldg. 8,682 4 125,889 14.50 100 Washington County 67
--------- ---------- --------
Total 276,054 $3,442,963 $12.47
======= ========= =======

<CAPTION>
LEASE
EXPIRATION
LOCATION OF PRINCIPAL TENANT(S)
- ----------------------- ----------------------
<S> <C>
ARIZONA
Phoenix
Talley Plaza 2003
1997
1999
Scottsdale
Genetrix(1) 2005
CALIFORNIA
San Diego
Excel Building N/A
MINNESOTA
Stillwater
Government Bldg. 1995
Total
</TABLE>

- ---------------
(1) Commercial property whose lessee is responsible for substantially all costs
and expenses associated with the ongoing maintenance of the property,
including but not limited to property taxes, insurance and common area
maintenance.

PRINCIPAL LESSEES

Kmart Corporation ("Kmart") is the Company's largest lessee in terms of
both GLA and ABR, representing approximately 19.8% of the Company's GLA and
approximately 16.2% of the Company's ABR at March 31, 1995. Kmart's principal
business is general merchandise retailing through a chain of discount department
stores. It is one of the world's largest retailers based on sales volume. Kmart
has experienced flat or declining earnings in recent periods and has announced
plans to eliminate a significant number of jobs and close over 100 of its
existing stores. In January 1995, Moody's Investor Services, Inc. ("Moody's")
lowered its rating on Kmart's long-term debt to Baa1 and Standard and Poor's
Corporation ("Standard and Poor's") lowered its rating on Kmart's long-term debt
to BBB. Although five of the Kmart stores closed were leased from the Company
(comprising 3.8% of the Company's GLA and 2.8% of the Company's ABR as of
December 31, 1994), Kmart has continued to make its lease payments and is in the
process of subleasing all five locations. As such, the Company did not
experience any lost rents in 1994 and does not anticipate material future lost
rents due to the closing of such stores. Should Kmart in the future announce
additional store closures, the Company believes that Kmart would continue its
lease payments for the term of the leases, or that the properties could be
re-leased at rental rates which would not cause a material loss of revenue for
the Company. However, the Company cannot fully predict the effect on the Company
of material deterioration in Kmart's financial position.

Wal-Mart Stores, Inc. ("Wal-Mart") is the Company's second largest lessee
in terms of both GLA and ABR, representing approximately 18.8% of the Company's
GLA and approximately 14.2% of the Company's ABR at March 31, 1995. Wal-Mart is
the nation's largest retailer and operates over 2,000 discount department
stores, over 400 warehouse clubs and 4 hypermarkets. Wal-Mart is listed on the
NYSE and as of December 31, 1994 had credit ratings of AA from Standard and
Poor's and Aa1 from Moody's.

Other significant lessees include three major operators of retail
supermarkets: Lucky Stores, Inc. ("Lucky"), The Kroger Co. ("Kroger") and
Safeway, Inc. ("Safeway"). Lucky (including Eagle Food Centers, Inc., on whose
leases Lucky is a guarantor) leases 15 properties, representing approximately
5.7% of the Company's GLA and 5.8% of its ABR at March 31, 1995. Lucky, a
national supermarket chain, is owned by American Stores, Inc., a NYSE company
which as of January 1995 had credit ratings of Baa3 and BBB+ from Moody's and
Standard and Poor's, respectively. Leases to Kroger (including SuperX Drugs
Corporation, on whose leases Kroger is a guarantor) involving 14 properties
accounted for approximately 5.9% of GLA and 6.7% of ABR at March 31, 1995.
Kroger's primary focus is combination food and drug stores (with over 1,300
supermarkets operating in 1994), and it also operates food wholesaling and
specialty retailing

S-19

<PAGE> 21

businesses at various locations. Kroger is listed on the NYSE, and its credit
ratings as of January 1995 were Ba1 and BB according to Moody's and Standard and
Poor's, respectively. Safeway leases six properties from the Company, accounting
for approximately 2.9% of GLA and 3.2% of ABR at March 31, 1995. Safeway is a
major operator of retail supermarkets in the United States and Canada, is listed
on the NYSE and as of January 1995 had credit ratings of Ba2 and BB according to
Moody's and Standard and Poor's, respectively.

The Company's lessees also include Walgreen Co., Publix Super Markets,
Inc., Food Lion, Inc., Lowe's Home Centers, Inc. and Toys "R" Us, Inc. As of
March 31, 1995, over 60% of the Company's revenues were derived from rents paid
by lessees with investment grade credit ratings, as determined by Standard and
Poor's and Moody's.

Information as of March 31, 1995 with respect to the five largest lessees
of the Company is set forth in the following table.

<TABLE>
<CAPTION>
GROSS LEASABLE AREA ANNUALIZED BASE RENTAL INCOME
--------------------------- -----------------------------
NUMBER OF PERCENT OF PERCENT OF
LESSEE LEASES SQ. FT. COMPANY TOTAL AMOUNT COMPANY TOTAL
- ------ --------- --------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Kmart(1)............................ 22 1,692,013 19.8% $ 7,816,184 16.2%
Wal-Mart............................ 19 1,604,859 18.8 6,872,995 14.2
Lucky(2)............................ 15 483,640 5.7 2,795,688 5.8
Kroger.............................. 14 504,249 5.9 3,242,023 6.7
Safeway............................. 6 251,468 2.9 1,562,123 3.2
-- --------- ----- ----------- -----
Total............................. 76 4,536,229 53.1% $22,289,013 46.1%
== ========= ==== =========== ====
</TABLE>

- ---------------
(1) Figures include five stores recently closed by Kmart, as described above.

(2) Figures include two currently unoccupied properties for which Lucky remains
responsible for payment of all rents due under the leases.

S-20

<PAGE> 22

MANAGEMENT

The following table sets forth certain information with respect to the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---- --- ------------------------------------------
<S> <C> <C>
Gary B. Sabin................. 41 Chairman of the Board of Directors, President and Chief
Executive Officer of the Company since January 1989. Mr.
Sabin has served as Chief Executive Officer since his
founding of a property management company and its
affiliates starting in 1977. He has been active in
diverse aspects of the financial services industry
including the evaluation and negotiation of real estate
acquisitions, management, financing and disposition.

Richard B. Muir............... 40 Director, Executive Vice President and Secretary of the
Company since January 1989. Mr. Muir has served as an
officer and director for various affiliates since 1978,
primarily in administrative and executive capacities,
including asset acquisition, financing and management.

Graham R. Bullick, Ph.D....... 44 Senior Vice President and Assistant Secretary of the
Company since January 1991. Previously Dr. Bullick was
associated with the Company as a director from 1991 to
1992. Dr. Bullick served as Vice President and Chief
Operations Officer for Gemini Properties Inc., an
Arizona-based real estate investment firm, where his
responsibilities included acquisition and financing of
investment real estate projects.

Ronald H. Sabin............... 44 Senior Vice President of the Company since January 1989.
Mr. Sabin has served as an officer or otherwise been
employed by affiliates since 1979, primarily providing
property management services. Mr. Sabin has managed the
Company's properties for 15 years. He is a licensed real
estate broker and a licensed property and casualty
insurance agent. Ronald Sabin is the brother of Gary
Sabin.

David A. Lund................. 43 Chief Financial Officer of the Company since 1994. Vice
President of the Company since 1988. Mr. Lund has served
as an officer and director of certain affiliates since
1983.

S. Eric Ottesen............... 40 General Counsel of the Company since 1995. Mr. Ottesen
previously was a senior partner in a San Diego law firm.

Mark T. Burton................ 35 Vice President -- Acquisitions of the Company since
January 1989. Mr. Burton has been associated with the
Company, its predecessor and its affiliates since 1983,
primarily in the evaluation and selection of property
acquisitions.
</TABLE>

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
TO HOLDERS OF COMMON STOCK

The following summary of certain federal income tax considerations to
holders of Common Stock is based on current law, is for general information
only, and is not tax advice. The tax treatment of a holder of Common Stock will
vary depending upon his particular situation, and this discussion does not
purport to deal with all aspects of taxation that may be relevant to particular
stockholders in light of their personal investment or tax circumstances, or to
certain types of stockholders (including insurance companies, financial
institutions or broker-dealers, tax-exempt organizations, foreign corporations,
and persons who are not citizens or residents of the United States, except to
the extent discussed under the heading "Taxation of Tax-Exempt Stockhold-

S-21

<PAGE> 23

ers" and "Taxation of Non-U.S. Stockholders") subject to special treatment under
the Federal income tax laws.

This discussion does not address any aspects of federal income taxation to
the Company relating to its election to be taxed as a REIT. A summary of certain
federal income tax considerations to the Company is provided in the Prospectus.

EACH INVESTOR SHOULD REFER TO THE PROSPECTUS FOR A SUMMARY OF THE FEDERAL
INCOME TAX CONSIDERATIONS TO THE COMPANY OF ITS REIT ELECTION. EACH INVESTOR IS
ADVISED TO CONSULT WITH HIS OWN TAX ADVISOR, REGARDING THE TAX CONSEQUENCES TO
HIM OF THE ACQUISITION, OWNERSHIP AND SALE OF COMMON STOCK, INCLUDING THE
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION,
OWNERSHIP AND SALE AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF TAXABLE U.S. STOCKHOLDERS GENERALLY

As used herein, the term "U.S. Stockholder" means a holder of shares of
Common Stock who (for United States Federal income tax purposes) (i) is a
citizen or resident of the United States, (ii) is a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof or (iii) is an estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source.

As long as the Company qualifies as a REIT, distributions made by the
Company out of its current or accumulated earnings and profits (and not
designated as capital gain dividends) will constitute dividends taxable to its
taxable U.S. Stockholders as ordinary income. Such distributions will not be
eligible for the dividends-received deduction in the case of U.S. Stockholders
that are corporations. Distributions made by the Company that are properly
designated by the Company as capital gain dividends will be taxable to taxable
U.S. Stockholders as long-term capital gains (to the extent that they do not
exceed the Company's actual net capital gain for the taxable year) without
regard to the period for which a U.S. Stockholder has held his shares of stock.
U.S. Stockholders that are corporations may, however, be required to treat up to
20% of certain capital gain dividends as ordinary income.

To the extent that the Company makes distributions (not designated as
capital gain dividends) in excess of its current and accumulated earnings and
profits, such distributions will be treated first as a tax-free return of
capital to each U.S. Stockholder, reducing the adjusted basis which such U.S.
Stockholder has in his shares of stock for tax purposes by the amount of such
distribution (but not below zero), with distributions in excess of a U.S.
Stockholder's adjusted basis in his shares taxable as capital gains (provided
that the shares have been held as a capital asset). Dividends declared by the
Company in October, November or December of any year and payable to a
stockholder of record on a specified date in any such month shall be treated as
both paid by the Company and received by the stockholder on December 31 of such
year, provided that the dividend is actually paid by the Company on or before
January 31 of the following calendar year. Stockholders may not include in their
own income tax returns any net operating losses or capital losses of the
Company.

Distributions made by the Company and gain arising from the sale or
exchange by a U.S. Stockholder of shares of Common Stock will not be treated as
passive activity income, and, as a result, U.S. Stockholders generally will not
be able to apply any "passive losses" against such income or gain. Distributions
made by the Company (to the extent they do not constitute a return of capital)
generally will be treated as investment income for purposes of computing the
investment income limitation. Gain arising from the sale or other disposition of
Common Stock, however, will not be treated as investment income unless the U.S.
Stockholder elects to reduce the amount of such U.S. Stockholder's total net
capital gain eligible for the 28% maximum capital gains rate by the amount of
such gain with respect to the shares.

Upon any sale or other disposition of shares of Common Stock, a U.S.
Stockholder will recognize gain or loss for Federal income tax purposes in an
amount equal to the difference between (i) the amount of cash and the fair
market value of any property received on such sale or other disposition and (ii)
the holder's adjusted
S-22

<PAGE> 24

basis in the shares for tax purposes. Such gain or loss will be capital gain or
loss if the shares have been held by the U.S. Stockholder as a capital asset,
and will be long-term gain or loss if such shares have been held for more than
one year. In general, any loss recognized by a U.S. Stockholder upon the sale or
other disposition of shares of the Company that have been held for six months or
less (after applying certain holding period rules) will be treated as a
long-term capital loss, to the extent of distributions received by such U.S.
Stockholder from the Company which were required to be treated as long-term
capital gains.

BACKUP WITHHOLDING

The Company will report to its U.S. Stockholders and the Internal Revenue
Service (the "IRS") the amount of dividends paid during each calendar year, and
the amount of tax withheld, if any. Under the backup withholdings rules, a
stockholder may be subject to backup withholding at the rate of 31% with respect
to dividends paid unless such holder (a) is a corporation or comes within
certain other exempt categories and, when required, demonstrates this fact or
(b) provides a taxpayer identification number, certifies as to no loss of
exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. A U.S. Stockholder that does not
provide the Company with his correct taxpayer identification number may also be
subject to penalties imposed by the IRS. Any amount paid as backup withholding
will be creditable against the stockholder's income tax liability. In addition,
the Company may be required to withhold a portion of capital gain distributions
to any stockholders who fail to certify their non foreign status to the Company.
See "-- Taxation of Non-U.S. Stockholders."

TAXATION OF TAX-EXEMPT STOCKHOLDERS

Generally, a tax-exempt investor that is exempt from tax on its investment
income, such as an individual retirement account ("IRA") or a 401(k) plan, that
holds the Common Stock as an investment will not be subject to tax on dividends
paid by the Company. However, if such tax-exempt investor is treated as having
purchased its Common Stock with borrowed funds, some or all of its dividends
will be subject to tax. In addition, after 1993, under some circumstances
certain pension plans (including 401(k) plans but not including IRAs and
government pension plans) that own more than 10% (by value) of the Company's
outstanding stock, including preferred stock, could be subject to tax on a
portion of their dividends even if their stock is held for investment and is not
treated as acquired with borrowed funds. The ownership limit provisions (see the
discussion in the Prospectus under the heading "Description of Common
Stock -- Restrictions on Ownership" and "Restrictions on Ownership of Capital
Stock"), however, should prevent this result in most cases.

TAXATION OF NON-U.S. STOCKHOLDERS

The rules governing United States Federal income taxation of the ownership
and disposition of stock by persons that are, for purposes of such taxation,
nonresident alien individuals, foreign corporations, foreign partnerships or
foreign estates or trusts (collectively, "Non-U.S. Stockholders") are complex,
and no attempt is made herein to provide more than a brief summary of such
rules. Accordingly, the discussion does not address all aspects of United States
Federal income tax and does not address state, local or foreign tax consequences
that may be relevant to a Non-U.S. Stockholder in light of its particular
circumstances. In addition, this discussion is based on current law, which is
subject to change, and assumes that the Company qualifies for taxation as a
REIT. Prospective Non-U.S. Stockholders should consult with their own tax
advisers to determine the impact of Federal, state, local and foreign income tax
laws with regard to an investment in stock, including any reporting
requirements.

Distributions. Distributions by the Company to a Non-U.S. Stockholder that
are neither attributable to gain from sales or exchanges by the Company of
United States real property interests nor designated by the Company as capital
gains dividends will be treated as dividends of ordinary income to the extent
that they are made out of current or accumulated earnings and profits of the
Company. Such distributions ordinarily will be subject to withholding of United
States Federal income tax on a gross basis (that is, without allowance of
deductions) at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty, unless the dividends are treated as effectively
connected with the conduct by the Non-U.S. Stockholder of a United
S-23

<PAGE> 25

States trade or business. Dividends that are effectively connected with such a
trade or business will be subject to tax on a net basis (that is, after
allowance of deductions) at graduated rates, in the same manner as U.S.
Stockholders are taxed with respect to such dividends, and are generally not
subject to withholding. Any such dividends received by a Non-U.S. Stockholder
that is a corporation may also be subject to an additional branch profits tax at
a 30% rate or such lower rate as may be specified by an applicable income tax
treaty.

Pursuant to current Treasury regulations, dividends paid to an address in a
country outside the United States are generally presumed to be paid to a
resident of such country for purposes of determining the applicability of
withholding discussed above and the applicability of a tax treaty rate. Under
proposed Treasury regulations, not currently in effect, however, a Non-U.S.
Stockholder who wished to claim the benefit of an applicable treaty rate would
be required to satisfy certain certification and other requirements. Under
certain treaties, lower withholding rates generally applicable to dividends do
not apply to dividends from a REIT, such as the Company. Certain certification
and disclosure requirements must be satisfied to be exempt from withholding
under the effectively connected income exemption discussed above.

Distributions in excess of current or accumulated earnings and profits of
the Company will not be taxable to a Non-U.S. Stockholder to the extent that
they do not exceed the adjusted basis of the stockholder's stock, but rather
will reduce the adjusted basis of such stock. To the extent that such
distributions exceed the adjusted basis of a Non-U.S. Stockholder's stock, they
will give rise to gain from the sale or exchange of his stock, the tax treatment
of which is described below. For withholding purposes, the Company is required
to treat all distributions as if made out of current or accumulated earnings and
profits. However, amounts thus withheld are generally refundable if it is
subsequently determined that such distribution was, in fact, in excess of
current or accumulated earnings and profits of the Company.

Distributions to a Non-U.S. Stockholder that are designated by the Company
at the time of distribution as capital gains dividends (other than those arising
from the disposition of a United States real property interest) generally will
not be subject to United States Federal income taxation, unless (i) investment
in the stock is effectively connected with the Non-U.S. Stockholder's United
States trade or business, in which case the Non U.S. Stockholder will be subject
to the same treatment as U.S. Stockholders with respect to such gain (except
that a stockholder that is a foreign corporation may also be subject to the 30%
branch profits tax, as discussed above), or (ii) the Non-U.S. Stockholder is a
nonresident alien individual who is present in the United States for 183 days or
more during the taxable year and has a "tax home" in the United States, in which
case the nonresident alien individual will be subject to a 30% tax on the
individual's capital gains.

Distributions to a Non-U.S. Stockholder that are attributable to gain from
sales or exchanges by the Company of United States real property interests will
cause the Non-U.S. Stockholder to be treated as recognizing such gain as income
effectively connected with a United States trade or business. Non-U.S.
Stockholders would thus generally be taxed at the same rates applicable to U.S.
Stockholders (subject to a special alternative minimum tax in the case of
nonresident alien individuals). Also, such gain may be subject to a 30% branch
profits tax in the hands of a Non-U.S. Stockholder that is a corporation, as
discussed above. The Company is required to withhold 35% of any such
distribution that could be designated by the Company as a capital gains
dividend. Any such withheld amount is creditable against the Non-U.S.
Stockholder's United States Federal income tax liability.

Sale of Stock. Gain recognized by a Non-U.S. Stockholder upon the sale or
exchange of shares of stock generally will not be subject to United States
taxation unless the stock constitutes a "United States real property interest"
within the meaning of the Foreign Investment in Real Property Tax Act of 1980
("FIRPTA"). The stock will not constitute a "United States real property
interest" so long as the Company is a "domestically controlled REIT." A
"domestically controlled REIT" is a REIT in which at all times during a
specified testing period less than 50% in value of its stock is held directly or
indirectly by Non-U.S. Stockholders. In addition, FIRPTA does not apply to gain
recognized upon a sale of shares of a class of the Company's stock regularly
traded on an established securities market by a Non-U.S. Stockholder holding
(during specified periods) 5% or less of such class of stock. Notwithstanding
the foregoing, gain from the sale or exchange of shares of stock not otherwise
subject to FIRPTA will be taxable to a Non-U.S. Stockholder if either (i)
investment in the stock is effectively connected with the Non-U.S. Stockholder's
United States
S-24

<PAGE> 26

trade or business, in which case the Non-U.S. Stockholder will be subject to the
same treatment as a U.S. Stockholder with respect to such gain (a Non-U.S.
Stockholder that is a foreign corporation may also be subject to a 30% branch
profits tax, as discussed above), or (ii) the Non-U.S. Stockholder is a
nonresident alien individual who is present in the United States for 183 days or
more during the taxable year and has a "tax home" in the United States, in which
case the nonresident alien individual will be subject to a 30% United States
withholding tax on the amount of such individual's gain.

If the Company is not or ceases to be a "domestically-controlled REIT,"
whether gain arising from the sale or exchange by a Non-U.S. Stockholder of
shares of stock would be subject to United States taxation under FIRPTA as a
sale of a "United States real property interest" will depend on whether the
shares are "regularly traded" (as defined by applicable Treasury regulations),
on an established securities market (e.g., the New York Stock Exchange) and on
the size of the selling Non-U.S. Stockholder's interest in the Company. If gain
on the sale or exchange of shares of stock were subject to taxation under
FIRPTA, the Non-U.S. Stockholder would be subject to regular United States
income tax with respect to such gain in the same manner as a U.S. Stockholder
(subject to any applicable alternative minimum tax and a special alternative
minimum tax in the case of nonresident alien individuals), and the purchaser of
the stock would be required to withhold and remit to the IRS 10% of the purchase
price.

Backup Withholding Tax and Information Reporting. Backup withholding tax
(which generally is a withholding tax imposed at the rate of 31% on certain
payments to persons that fail to furnish certain information under the United
States information reporting requirements) and information reporting will
generally not apply to distributions paid to Non-U.S. Stockholders outside the
United States that are treated as (i) dividends subject to the 30% (or lower
treaty rate) withholding tax discussed above, (ii) capital gains dividends or
(iii) distributions attributable to gain from the sale or exchange by the
Company of United States real property interests. As a general matter, backup
withholding and information reporting will not apply to a payment of the
proceeds of a sale of stock by or through a foreign office of a foreign broker.
Information reporting (but not backup withholding) will apply, however, to a
payment of the proceeds of a sale of stock by a foreign office of a broker that
(a) is a United States person, (b) derives 50% or more of its gross income for
certain periods from the conduct of a trade or business in the United States or
(c) is a "controlled foreign corporation" (generally, a foreign corporation
controlled by United States stockholders) for United States tax purposes, unless
the broker has documentary evidence in its records that the holder is a Non-U.S.
Stockholder and certain other conditions are met, or the stockholder otherwise
establishes an exemption. Payment to or through a United States office of a
broker of the proceeds of sale of stocks is subject to both backup withholding
and information reporting unless the stockholder certifies under penalties of
perjury that the stockholder is a Non-U.S. Stockholder, or otherwise establishes
an exemption. A Non-U.S. Stockholder may obtain a refund of any amounts withheld
under the backup withholding rules by filing the appropriate claim for refund
with the IRS.

The backup withholding and information reporting rules are under review by
the United States Treasury, and their application to the stocks could be changed
prospectively by future Treasury regulations.

OTHER TAX CONSEQUENCES

The Company and its stockholders may be subject to state or local taxation
in various state or local jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of the Company
and its stockholders may not conform to the Federal income tax consequences
discussed above. Consequently, prospective stockholders should consult their own
tax advisors regarding the effect of state and local tax laws on an investment
in the Company.
S-25
<PAGE> 27

UNDERWRITING

Subject to the terms and conditions set forth in the terms agreement and
related underwriting agreement (collectively, the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Dean Witter Reynolds Inc., Prudential Securities Incorporated and Smith Barney
Inc. are acting as representatives (the "Representatives"), has severally agreed
to purchase from the Company, the number of shares of Common Stock set forth
below opposite their respective names. The Underwriting Agreement provides that
the obligations of the Underwriters are subject to certain conditions precedent,
and that the Underwriters are committed to purchase all of such shares of Common
Stock if any are purchased.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.........................................................
Dean Witter Reynolds Inc. ........................................................
Prudential Securities Incorporated................................................
Smith Barney Inc. ................................................................

---------
Total................................................................ 2,000,000
=========
</TABLE>

The Representatives have advised the Company that the Underwriters propose
initially to offer such shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a discount not
in excess of $ per share on sales to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus Supplement to purchase up to 300,000
additional shares of Common Stock to cover over-allotments, if any, at the
initial public offering price less the sum of the underwriting discount set
forth on the cover page of this Prospectus Supplement. If the Underwriters
exercise this option, each of the Underwriters will have a firm commitment,
subject to certain conditions, to purchase approximately the same percentage
thereof which the number of shares of Common Stock to be purchased by it shown
in the foregoing table bears to the shares of Common Stock initially offered
hereby.

In the Underwriting Agreement, the Company has agreed to indemnify the
several Underwriters against certain civil liabilities, including liabilities
under the Securities Act.

Subject to certain exceptions, the Company has agreed not to offer, sell,
contract to sell or otherwise dispose of any shares of Common Stock for a period
of days after the date of this Prospectus Supplement without prior written
consent of the Representatives.

S-26

<PAGE> 28

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MAY 25, 1995

PROSPECTUS

EXCEL REALTY TRUST, INC.

$250,000,000

DEBT SECURITIES, PREFERRED STOCK
DEPOSITARY SHARES, COMMON STOCK AND WARRANTS

Excel Realty Trust, Inc. ("Excel" or the "Company") may from time to time
offer in one or more series (i) its unsecured senior debt securities (the "Debt
Securities"), (ii) shares or fractional shares of its preferred stock, par value
$.01 per share (the "Preferred Stock"), (iii) shares of its Preferred Stock
represented by depositary shares (the "Depositary Shares"), (iv) shares of its
common stock, par value $.01 per share (the "Common Stock"), or (v) warrants to
purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities
(the "Warrants"), with an aggregate initial public offering price of up to
$250,000,000 on terms to be determined at the time of offering. The Debt
Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants
(collectively, the "Offered Securities") may be offered, separately or together,
in separate series in amounts, at prices and on terms to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").

The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement and will include, where applicable: (i) in the case of Debt
Securities, the specific title, aggregate principal amount, currency of
denomination and payment, form (which may be registered or bearer, or
certificated or global), authorized denominations, maturity, rate (or manner of
calculation thereof) and time of payment of interest, terms for redemption at
the option of the Company or repayment at the option of the Holder, terms for
sinking fund payments, terms for conversion into Preferred Stock or Common
Stock, and any initial public offering price; (ii) in the case of Preferred
Stock, the specific title and stated value, any dividend, liquidation,
redemption, conversion, voting and other rights, and any initial public offering
price; (iii) in the case of Depositary Shares, the fractional share of Preferred
Stock represented by each such Depositary Share; (iv) in the case of Common
Stock, any initial public offering price; and (v) in the case of Warrants, the
securities as to which such Warrants may be exercised, the duration, offering
price, exercise price and detachability. In addition, such specific terms may
include limitations on direct or beneficial ownership and restrictions on
transfer of the Offered Securities, in each case as may be appropriate to
preserve the status of the Company as a real estate investment trust ("REIT")
for federal income tax purposes.

The applicable Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered by such Prospectus Supplement.

The Offered Securities may be offered directly, through agents designated
from time to time by the Company, or to or through underwriters or dealers. If
any agents or underwriters are involved in the sale of any of the Offered
Securities, their names, and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or will be
calculable from the information set forth, in the applicable Prospectus
Supplement. See "Plan of Distribution." No Offered Securities may be sold
without delivery of the applicable Prospectus Supplement describing the method
and terms of the offering of such series of Offered Securities.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
------------------------

The date of this Prospectus is June , 1995.

<PAGE> 29

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement, the exhibits and schedules forming a part thereof and the reports,
proxy statements and other information filed by the Company with the Commission
in accordance with the Exchange Act can be inspected and copied at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Company's Common
Stock is listed on the New York Stock Exchange and similar information
concerning the Company can be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a registration statement (the
"Registration Statement") (of which this Prospectus is a part) under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Offered Securities. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information
regarding the Company and the Offered Securities, reference is hereby made to
the Registration Statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:

a. Annual Report on Form 10-K for the fiscal year ended December 31,
1994;

b. Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1995; and

c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the Commission on
July 30, 1993.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing such documents.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in the applicable Prospectus Supplement) or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner of the Offered
Securities, to whom this Prospectus is delivered, upon written or oral request.
Requests should be directed to the Secretary of the Company, 16955 Via Del
Campo, Suite 110, San Diego, California 92127 (telephone number: (619)
485-9400).

2
<PAGE> 30

THE COMPANY

The Company is a self-administered, self-managed REIT which acquires, owns
and manages neighborhood and community shopping centers and other retail and
commercial properties leased primarily to major retail companies. As of March
31, 1995, the Company owned or managed 36 shopping centers (the "Shopping
Centers"), 79 single tenant properties (the "Single Tenant Properties") and four
commercial properties and office buildings (the "Commercial Properties"), which
accounted for approximately 56%, 37% and 7%, respectively, of the annualized
base rental income ("ABR") of the Company at March 31, 1995. Approximately 81%
of the Company's ABR derived from Single Tenant Properties is attributable to
properties located within shopping centers not otherwise owned by the Company,
while approximately 19% of such ABR comes from free standing properties located
in commercial areas. The 119 properties owned or managed by the Company are
located in 28 states, contain approximately 8.6 million square feet of gross
leasable area ("GLA") and were 98.4% leased as of March 31, 1995.

The Company's objectives are to acquire, own and manage a portfolio of
retail properties that will provide cash for quarterly distributions to
stockholders, while protecting investor capital and providing potential for
capital appreciation. The Company has increased its property portfolio from 42
properties at December 31, 1992 to 119 properties at March 31, 1995. As of March
31, 1995, 63 of such properties were owned through the Company's wholly-owned
subsidiary, Excel Mortgage Funding Corporation, a Delaware corporation ("EM
Funding"), and six of such properties were owned through EH Properties, L.P., a
Delaware limited partnership of which the Company was the general partner and
owner of approximately 93% of the partnership interests as of such date.

The Company intends to continue its current strategy of acquiring shopping
centers and retail properties under long-term leases to creditworthy national or
regional tenants. Additionally, the Company plans to continually analyze each
asset in its portfolio and identify those properties that have matured and can
be sold (to the extent consistent with REIT qualification requirements) for the
optimal price given prevailing market conditions. However, there is no assurance
that this strategy will be successful or that it will not be changed by
management in the future.

The Company has elected to be taxed as a REIT for federal income tax
purposes since 1987, and expects to continue to elect such status. Although the
Company believes that it was organized and has been operating in conformity with
the requirements for qualification under the Internal Revenue Code of 1986, as
amended (the "Code"), no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of highly
technical and complex Code provisions for which there are only limited judicial
or administrative interpretations. If in any taxable year the Company were to
fail to qualify as a REIT, the Company would not be allowed a deduction for
distributions to stockholders in computing taxable income and would be subject
to federal taxation at regular corporate rates. As a result, such a failure
would adversely affect the Company's ability to make distributions to its
stockholders and could have an adverse affect on the market value and
marketability of the Offered Securities.

To ensure that the Company qualifies as a REIT, transfer of the shares of
Common Stock and Preferred Stock is subject to certain restrictions, and
ownership of capital stock by any single person is limited to 9.8% by value of
such capital stock, subject to certain exceptions. The Company's Charter
provides that any purported transfer in violation of the above-described
ownership limitations shall be void ab initio.

The shares of Common Stock of the Company are listed on the New York Stock
Exchange under the symbol "XEL." The Company has paid regular and uninterrupted
distributions on its Common Stock since it commenced operations as a REIT in
1987. These distributions have increased from $0.18 per share of

3
<PAGE> 31

Common Stock in the fourth quarter of 1987 to $0.43 per share of Common Stock
for the first quarter of 1995. The Company intends to continue making regular
quarterly distributions to its common stockholders. Distributions depend upon a
variety of factors, and there can be no assurance that distributions will be
made.

The Company was incorporated under the laws of California in 1985 and
reincorporated as a Maryland corporation in July, 1993. The Company's executive
offices are located at 16955 Via Del Campo, Suite 110, San Diego, California
92127 and its telephone number is (619) 485-9400.

RATIOS OF EARNINGS TO FIXED CHARGES

The Company's ratio of earnings to fixed charges for the three months ended
March 31, 1995 was 1.88, and for the years ended December 31, 1994, 1993, 1992,
1991 and 1990 was 1.98, 1.30, 1.20, 1.05 and 0.92, respectively. To date, the
Company has not issued any Preferred Stock. Therefore, the ratio of earnings to
combined fixed charges and dividend requirements are unchanged from the
foregoing ratios.

For purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income (loss) before
real estate sales, income taxes and extraordinary items. Fixed charges consist
of interest costs, whether expensed or capitalized, the interest component of
rental expense, and amortization and write-off of debt discounts and issue
costs, whether expensed or capitalized.

USE OF PROCEEDS

Unless otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Offered Securities
for general corporate purposes, which may include the acquisition of
multi-tenant retail properties, single tenant properties or commercial
properties as suitable opportunities arise, the expansion and improvement of
certain properties in the Company's portfolio, and the repayment of certain
outstanding indebtedness at such time.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture, to be dated as of
May 8, 1995, as amended, supplemented or modified from time to time (the
"Indenture"), between the Company and The First National Bank of Boston, as
trustee (the "Trustee"). The Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part and is available for
inspection at the corporate trust office of the Trustee at 150 Royall St.,
Canton, Massachusetts 02021 or as described above under "Available Information."
The Indenture is subject to, and governed by, the Trust Indenture Act of 1939,
as amended (the "TIA"). The statements made hereunder relating to the Indenture
and the Debt Securities to be issued thereunder are summaries of certain
provisions thereof and do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the Indenture and
such Debt Securities. All section references appearing herein are to sections of
the Indenture, and capitalized terms used but not defined herein shall have the
respective meanings set forth in the Indenture.

GENERAL

The Debt Securities will be direct, unsecured obligations of the Company
and will rank equally with all other unsecured and unsubordinated indebtedness
of the Company. The Indenture provides that the Debt Securities may be issued
without limit as to aggregate principal amount, in one or more series, in each
case as established from time to time in or pursuant to authority granted by a
resolution of the Board of Directors of the Company or as established in one or
more indentures supplemental to the Indenture. All Debt Securities of one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders of the Debt Securities of such
series, for issuances of additional Debt Securities of such series (Section
301).

The Indenture provides that there may be more than one Trustee thereunder,
each with respect to one or more series of Debt Securities. Any Trustee under
the Indenture may resign or be removed with respect to one

4
<PAGE> 32

or more series of Debt Securities, and a successor Trustee may be appointed to
act with respect to such series (Section 608). In the event that two or more
persons are acting as Trustee with respect to different series of Debt
Securities, each such Trustee shall be a Trustee of a trust under the Indenture
separate and apart from the trust administered by any other Trustee (Section
609), and, except as otherwise indicated herein, any action described herein to
be taken by the Trustee may be taken by each such Trustee with respect to, and
only with respect to, the one or more series of Debt Securities for which it is
Trustee under the Indenture.

Reference is made to the Prospectus Supplement relating to the series of
Debt Securities being offered for the specific terms thereof, including:

(1) the title of such Debt Securities;

(2) the aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;

(3) if other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of the
maturity thereof, or (if applicable) the portion of the principal amount of
such Debt Securities which is convertible into Common Stock or Preferred
Stock, or the method by which any such portion shall be determined;

(4) if convertible, in connection with the preservation of the
Company's status as a REIT, any applicable limitations on the ownership or
transferability of the Common Stock or Preferred Stock into which such Debt
Securities are convertible;

(5) the date or dates, or the method for determining such date or
dates, on which the principal of such Debt Securities will be payable;

(6) the rate or rates (which may be fixed or variable), or the method
by which such rate or rates shall be determined, at which such Debt
Securities will bear interest, if any;

(7) the date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the Interest Payment Dates
on which any such interest will be payable, the Regular Record Dates for
such Interest Payment Dates, or the method by which such Dates shall be
determined, the Person to whom such interest shall be payable, and the
basis upon which interest shall be calculated if other than that of a
360-day year of twelve 30-day months;

(8) the place or places where the principal of (and premium, if any)
and interest, if any, on such Debt Securities will be payable, such Debt
Securities may be surrendered for conversion or registration of transfer or
exchange and notices or demands to or upon the Company in respect of such
Debt Securities and the Indenture may be served;

(9) the date or dates on which, or period or periods within which, the
price or prices at which and the terms and conditions upon which such Debt
Securities may be redeemed, as a whole or in part, at the option of the
Company, if the Company is to have such an option;

(10) the obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the date or dates on
which, or period or periods within which, the price or prices at which and
the terms and conditions upon which such Debt Securities will be redeemed,
repaid or purchased, as a whole or in part, pursuant to such obligation;

(11) if other than U.S. dollars, the currency or currencies in which
such Debt Securities are denominated and payable, which may be units of two
or more foreign currencies or a composite currency or currencies, and the
terms and conditions relating thereto;

(12) whether the amount of payments of principal of (and premium, if
any) or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not be, based on a currency, currencies, currency unit
or units or composite currency or currencies) and the manner in which such
amounts shall be determined;

5
<PAGE> 33

(13) any additions to, modifications of or deletions from the terms of
such Debt Securities with respect to the Events of Default and notice and
waiver thereof or covenants set forth in the Indenture;

(14) whether such Debt Securities will be issued in certificated or
book-entry form;

(15) whether such Debt Securities will be in registered or bearer form
and, if in registered form, the denominations thereof if other than $1,000
and any integral multiple thereof and, if in bearer form, the denominations
thereof and terms and conditions relating thereto;

(16) the applicability, if any, of the defeasance and covenant
defeasance provisions of Article XIV of the Indenture;

(17) if such Debt Securities are to be issued upon the exercise of
debt warrants, the time, manner and place for such Debt Securities to be
authenticated and delivered;

(18) the terms and conditions, if any, upon which such Debt Securities
may be convertible into Common Stock or Preferred Stock of the Company and
the terms and conditions upon which such conversion will be effected,
including, without limitation, the initial conversion price or rate and the
conversion period;

(19) whether and under what circumstances the Company will pay
Additional Amounts as contemplated in the Indenture on such Debt Securities
in respect of any tax, assessment or governmental charge and, if so,
whether the Company will have the option to redeem such Debt Securities in
lieu of making such payment; and

(20) any other terms of such Debt Securities not inconsistent with the
provisions of the Indenture (Section 301).

The Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Special U.S. federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Except as set forth below under "Certain Covenants -- Limitations on
Incurrence of Debt" and "Merger, Consolidation or Sale of Assets," the Indenture
does not contain any other provisions that would limit the ability of the
Company to incur indebtedness or to substantially reduce or eliminate the
Company's assets, which may have an adverse affect on the Company's ability to
service its indebtedness (including the Debt Securities) or that would afford
Holders of Debt Securities protection in the event of a highly leveraged or
similar transaction involving the Company or in the event of a change of
control. However, restrictions on ownership and transfers of the Company's
Common Stock and Preferred Stock are designed to preserve its status as a REIT
and, therefore, may act to prevent or hinder a change of control. See
"Description of Common Stock" and "Description of Preferred Stock." Reference is
made to the applicable Prospectus Supplement for information with respect to any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company that are described below, including any addition of a
covenant or other provision providing event risk or similar protection.

A significant number of the Company's properties are owned through its
subsidiaries (including EM Funding). Therefore, the rights of the Company and
its creditors, including holders of Debt Securities, to participate in the
assets of such subsidiaries upon the latter's liquidation or recapitalization or
otherwise will be subject to the prior claims of such subsidiaries' respective
creditors (except to the extent that claims of the Company itself as a creditor
may be recognized).

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement, the
Debt Securities of any series will be issuable in denominations of $1,000 and
integral multiples thereof (Section 302).

Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and premium, if any) and interest on any series of Debt Securities
will be payable at the corporate trust office of the Trustee,

6
<PAGE> 34

initially located at 150 Royall St., Canton, Massachusetts 02021, provided that,
at the option of the Company, payment of interest may be made by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer of funds to such Person at an account maintained
within the United States (Sections 301, 305, 306, 307 and 1002).

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable Regular Record
Date and may either be paid to the person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of such Debt Security not
less than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more completely described in the Indenture.

Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of such
Debt Securities at the corporate trust office of the Trustee referred to above.
In addition, subject to certain limitations imposed upon Debt Securities issued
in book-entry form, the Debt Securities of any series may be surrendered for
conversion or registration of transfer or exchange thereof at the corporate
trust office of the Trustee referred to above. Every Debt Security surrendered
for conversion, registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer. No service charge will be made
for any registration of transfer or exchange of any Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith (Section 305). If the
applicable Prospectus Supplement refers to any transfer agent (in addition to
the Trustee) initially designated by the Company with respect to any series of
Debt Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that the Company will be required to maintain a
transfer agent in each Place of Payment for such series. The Company may at any
time designate additional transfer agents with respect to any series of Debt
Securities (Section 1002).

Neither the Company nor the Trustee shall be required to (i) issue,
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending at the close of business on
the day of mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Debt Security, or portion thereof, called for
redemption, except the unredeemed portion of any Debt Security being redeemed in
part; or (iii) issue, register the transfer of or exchange any Debt Security
which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Debt Security not to be so repaid (Section 305).

MERGER, CONSOLIDATION OR SALE OF ASSETS

For so long as the Debt Securities are outstanding, the Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into, any other corporation, only to the extent that
(a) either the Company shall be the continuing corporation, or the successor
corporation (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received the transfer of such assets
shall be a corporation duly organized and validly existing under the laws of the
United States or any state thereof or the District of Columbia, and shall
expressly assume payment of the principal of (and premium, if any) and interest
on all of the Debt Securities and the due and punctual performance and
observance of all of the covenants and conditions contained in the Indenture;
(b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default under the Indenture, and no event
which, after notice or the lapse of time, or both, would become such an Event of
Default, shall have occurred and be continuing; and (c) an officer's certificate
and legal opinion covering such conditions shall be delivered to the Trustee
(Sections 801 and 803).

7
<PAGE> 35

CERTAIN COVENANTS

The Indenture provides that the Company will comply with the covenants set
forth below so long as the Debt Securities are outstanding.

Limitations on Incurrence of Debt. The Company will not, and will not
permit any Subsidiary to, incur any Debt (as defined below) if, immediately
after giving effect to the incurrence of such additional Debt, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with generally accepted accounting
principles is greater than 60% of the sum of (i) Undepreciated Real Estate
Assets (as defined below) as of the end of the calendar quarter covered in the
Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the
case may be, most recently filed with the Commission (or, if such filing is not
permitted under the Exchange Act, with the Trustee) prior to the incurrence of
such additional Debt and (ii) the purchase price of any real estate assets
acquired by the Company or any Subsidiary since the end of such calendar
quarter, including those obtained in connection with the incurrence of such
additional Debt (to the extent that such proceeds were not used to acquire such
real estate assets or mortgages receivable or used to reduce Debt) (Section
1004).

In addition to the foregoing limitation on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt secured
by any mortgage, lien, charge, pledge, encumbrance or security interest of any
kind upon any of the property of the Company or any Subsidiary if, immediately
after giving effect to the incurrence of such additional Debt, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries on
a consolidated basis which is secured by any mortgage, lien, charge, pledge,
encumbrance or security interest on property of the Company or any Subsidiary is
greater than 40% of the sum of (i) Undepreciated Real Estate Assets as of the
end of the calendar quarter covered in the Company's Annual Report on Form 10-K
or Quarterly Report on Form 10-Q, as the case may be, most recently filed with
the Commission (or, if such filing is not permitted under the Exchange Act, with
the Trustee) prior to the incurrence of such additional Debt and (ii) the
purchase price of any real estate assets acquired by the Company or any
Subsidiary since the end of such calendar quarter, including those obtained in
connection with the incurrence of such additional Debt (Section 1004).

In addition to the foregoing limitations on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt if
Consolidated Income Available for Debt Service (as defined below) for any 12
consecutive calendar months within the 15 calendar months immediately preceding
the date on which such additional Debt is to be incurred shall have been less
than 1.5 times the Maximum Annual Service Charge (as defined below) on the Debt
of the Company and all Subsidiaries to be outstanding immediately after the
incurring of such additional Debt (Section 1004).

Maintenance of Unencumbered Total Asset Value. The Company will at all
times maintain an Unencumbered Total Asset Value (as defined below) in an amount
not less than 150% of the aggregate principal amount of all outstanding Debt of
the Company and its Subsidiaries that is unsecured (Section 1014).

Restrictions on Dividends and Other Distributions. The Company will not, in
respect of any shares of any class of its capital stock, (a) declare or pay any
dividends (other than dividends payable in capital stock of the Company)
thereon, (b) apply any of its property or assets to the purchase, redemption or
other acquisition or retirement thereof, (c) set apart any sum for the purchase,
redemption or other acquisition or retirement thereof, or (d) make any other
distribution, by reduction of capital or otherwise if, immediately after such
declaration or other action referred to above, the aggregate of all such
declarations and other actions since the date on which the Indenture was
originally executed shall exceed the sum of (i) Funds from Operations (as
defined below) from April 1, 1995 until the end of the calendar quarter covered
in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission prior to such
declaration or action and (ii) $32,800,000; provided, however, that the
foregoing limitation shall not apply to any declaration or other action referred
to above which is necessary to maintain the Company's status as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"), if the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries at
such time is less than 65% of Undepreciated Real Estate Assets as of the end of
the calendar quarter covered in the Company's

8
<PAGE> 36

Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the Commission (or, if such filing is not permitted
under the Exchange Act, with the Trustee) prior to such declaration or other
action (Section 1005).

Notwithstanding the foregoing, the Company will not be prohibited from
making the payment of any dividend within 30 days of the declaration thereof if
at such date of declaration such payment would have complied with the provisions
of the immediately preceding paragraph (Section 1005).

Existence. Except as permitted under "Merger, Consolidation or Sale of
Assets," the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and that of
each of its Subsidiaries and their respective rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the Company
or any Subsidiary to preserve any right or franchise (or, in the case of any
Subsidiary, its existence) if the Company or such Subsidiary determines that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to the
Holders of the Debt Securities (Section 1006).

Maintenance of Properties. The Company will cause all of its Properties
used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that the Company and its Subsidiaries shall not be prevented
from selling or otherwise disposing for value its properties in the ordinary
course of business (Section 1007).

Insurance. The Company will, and will cause each of its Subsidiaries to,
keep all of its insurable properties insured against loss or damage at least
equal to their then full insurable value with insurers of recognized
responsibility and having a rating of at least A:VIII in Best's Key Rating Guide
(Section 1008).

Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (i) all
taxes, assessments and governmental charges levied or imposed upon it or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (ii) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings (Section 1009).

Provision of Financial Information. Whether or not the Company is subject
to Section 13 or 15(d) of the Exchange Act, the Company will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Company were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been required so to file such documents if the
Company were so subject. The Company will also in any event (x) within 15 days
of each Required Filing Date (i) transmit by mail to all Holders of Debt
Securities, as their names and addresses appear in the Security Register,
without cost to such Holders copies of the annual reports and quarterly reports
which the Company would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (ii) file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
Company were subject to such Sections and (y) if filing such documents by the
Company with the Commission is not permitted under the Exchange Act, promptly
upon written request and payment of the reasonable cost of duplication and
delivery, supply copies of such documents to any prospective Holder (Section
1010).

Additional Covenants. Any additional covenants of the Company with respect
to a series of the Debt Securities will be set forth in the Prospectus
Supplement relating thereto.

9
<PAGE> 37

As used herein,

"Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income (as defined below) of the Company and its Subsidiaries
plus amounts which have been deducted for (a) interest on Debt of the Company
and its Subsidiaries, (b) provision for taxes of the Company and its
Subsidiaries based on income, (c) amortization of debt discount, (d) property
depreciation and amortization and (e) the effect of any noncash charge resulting
from a change in accounting principles in determining Consolidated Net Income
for such period.

"Consolidated Net Income" for any period means the amount of consolidated
net income (or loss) of the Company and its Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles.

"Debt" of the Company or any Subsidiary means any indebtedness of the
Company or any Subsidiary, whether or not contingent, in respect of (i) borrowed
money or evidenced by bonds, notes, debentures or similar instruments, (ii)
indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by the Company or any Subsidiary,
(iii) letters of credit or amounts representing the balance deferred and unpaid
of the purchase price of any property except any such balance that constitutes
an accrued expense or trade payable or (iv) any lease of property by the Company
or any Subsidiary as lessee which is reflected on the Company's Consolidated
Balance Sheet as a capitalized lease in accordance with generally accepted
accounting principles, in the case of items of indebtedness under (i) through
(iii) above to the extent that any such items (other than letters of credit)
would appear as a liability on the Company's Consolidated Balance Sheet in
accordance with generally accepted accounting principles, and also includes, to
the extent not otherwise included, any obligation by the Company or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
indebtedness of another person (other than the Company or any Subsidiary) (it
being understood that Debt shall be deemed to be incurred by the Company or any
Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).

"Funds from Operations" for any period means the Consolidated Net Income of
the Company and its Subsidiaries for such period computed in accordance with
generally accepted accounting principles, excluding gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures.

"Maximum Annual Service Charge" as of any date means the maximum amount
which may become payable in any period of 12 consecutive calendar months from
such date for interest on, and required amortization of, Debt. The amount
payable for amortization shall include the amount of any sinking fund or other
analogous fund for the retirement of Debt and the amount payable on account of
principal on any such Debt which matures serially other than at the final
maturity date of such Debt.

"Total Assets" as of any date means the sum of (i) Undepreciated Real
Estate Assets (as defined) and (ii) all other assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

"Undepreciated Real Estate Assets" as of any date means the amount of real
estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization determined on a consolidated basis in accordance
with generally accepted accounting principles.

"Unencumbered Total Asset Value" as of any date means the sum of Total
Assets which are unencumbered by any mortgage, lien, charge, pledge or security
interest that secures the payment of any obligations under any Debt.

EVENTS OF DEFAULT, NOTICE AND WAIVER

The Indenture provides that the following events are "Events of Default"
with respect to any series of Debt Securities issued thereunder: (a) default for
30 days in the payment of any installment of interest on any

10
<PAGE> 38

Debt Security of such series; (b) default in the payment of the principal of (or
premium, if any, on) any Debt Security of such series at its Maturity; (c)
default in making any sinking fund payment as required for any Debt Security of
such series; (d) default in the performance of any other covenant of the Company
contained in the Indenture (other than a covenant added to the Indenture solely
for the benefit of a series of Debt Securities issued thereunder other than such
series), continued for 60 days after written notice as provided in the
Indenture; (e) default under any evidence of indebtedness of the Company or any
mortgage, indenture or other instrument under which such indebtedness is issued
or by which such indebtedness is secured, which results in the acceleration of
such indebtedness prior to its maturity, if such indebtedness so accelerated
exceeds $10,000,000 in aggregate principal amount, but only if such indebtedness
is not discharged or such acceleration is not rescinded or annulled in
accordance with the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization, or court appointment of a receiver, liquidator or trustee of the
Company or any Significant Subsidiary or either of its property; and (g) any
other Event of Default provided with respect to a particular series of Debt
Securities (Section 501). The term "Significant Subsidiary" means each
significant subsidiary (as defined in Regulation S-X promulgated under the
Securities Act) of the Company.

If an Event of Default under the Indenture with respect to Debt Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms thereof) of all of the Debt Securities of that series to
be due and payable immediately by written notice thereof to the Company (and to
the Trustee if given by the Holders). However, at any time after such a
declaration of acceleration with respect to Debt Securities of such series (or
of all Debt Securities then Outstanding under the Indenture, as the case may be)
has been made, but before a judgment or decree for payment of the money due has
been obtained by the Trustee, the Holders of not less than a majority in
principal amount of Outstanding Debt Securities of such series (or of all Debt
Securities then Outstanding under the Indenture, as the case may be) may rescind
and annul such declaration and its consequences if (a) the Company shall have
deposited with the Trustee all required payments of the principal of (and
premium, if any) and interest on the Debt Securities of such series (or of all
Debt Securities then Outstanding under the Indenture, as the case may be), plus
certain fees, expenses, disbursements and advances of the Trustee and (b) all
Events of Default, other than the non-payment of accelerated principal (or
specified portion hereof), with respect to Debt Securities of such series (or of
all Debt Securities then Outstanding under the Indenture, as the case may be)
have been cured or waived as provided in the Indenture (Section 502). The
Indenture also provides that the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of any series (or of all
Debt Securities then Outstanding under the Indenture, as the case may be) may
waive any past default with respect to such series and its consequences, except
a default (x) in the payment of the principal of (or premium, if any) or
interest on any Debt Security of such series or (y) in respect of a covenant or
provision contained in the Indenture that cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security affected thereby
(Section 513).

The Trustee is required to give notice to the Holders of Debt Securities
within 90 days of a default under the Indenture; provided, however, that the
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except a default in the payment of the
principal of (or premium, if any) or interest on any Debt Security of such
series or in the payment of any sinking fund installment in respect of any Debt
Security of such series) if the Responsible Officers of the Trustee consider
such withholding to be in the best interest of such Holders (Section 601).

The Indenture provides that no Holders of Debt Securities of any series may
institute any proceedings, judicial or otherwise, with respect to the Indenture
or for any remedy thereunder, except in the case of failure of the Trustee, for
60 days, to act after it has received a written request to institute proceedings
in respect of an Event of Default from the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of such series, as well as
an offer of indemnity reasonably satisfactory to it (Section 507). This
provision will not prevent, however, any Holder of Debt Securities from
instituting suit for the enforcement of

11
<PAGE> 39

payment of the principal of (and premium, if any) and interest on such Debt
Securities at the respective due dates thereof or to convert any of the Debt
Securities in accordance with its terms (if applicable) (Section 508).

Subject to provisions in the Indenture relating to its duties in case of
default, the Trustee is under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any Holders of any
series of Debt Securities then Outstanding under the Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
(Section 602). The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series (or of all Debt Securities then
Outstanding under the Indenture, as the case may be) shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or of exercising any trust or power conferred upon the
Trustee. However, the Trustee may refuse to follow any direction which is in
conflict with any law or the Indenture, which may involve the Trustee in
personal liability or which may be unduly prejudicial to the Holders of Debt
Securities of such series not joining therein (Section 512).

Within 120 days after the close of each fiscal year, the Company must
deliver to the Trustee a certificate, signed by one of several specified
officers, stating whether or not such officer has knowledge of any default under
the Indenture and, if so, specifying each such default and the nature and status
thereof (Section 1011).

MODIFICATION OF THE INDENTURE

Modifications and amendments of the Indenture may be made only with the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Debt Securities which are affected by such modification or
amendment; provided, however, that no such modification or amendment may,
without the consent of the Holder of each such Debt Security affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of
interest (or premium, if any) on, any such Debt Security; (b) reduce the
principal amount of, or the rate (or change the manner of calculating the rate)
or amount of interest on, or any premium payable on redemption or repayment of,
any such Debt Security, or reduce the amount of principal of an Original Issue
Discount Security or Indexed Security that would be due and payable upon
declaration of acceleration of the maturity thereof or would be provable in
bankruptcy, or adversely affect any right of repayment of the Holder of any such
Debt Security; (c) change the Place of Payment, or the coin or currency, for
payment of principal of, or premium, if any, or interest on, any such Debt
Security; (d) impair the right to institute suit for the enforcement of any
payment on or with respect to any such Debt Security or to convert any such Debt
Security in accordance with its terms (if applicable); (e) reduce the
above-stated percentage of Outstanding Debt Securities of any series necessary
to modify or amend the Indenture, to waive compliance with certain provisions
thereof or certain defaults and consequences thereunder or to reduce the quorum
or voting requirements set forth in the Indenture; (f) modify any of the
foregoing provisions or any of the provisions relating to the waiver of certain
past defaults or certain covenants, except to increase the required percentage
to effect such action or to provide that certain other provisions may not be
modified or waived without the consent of the Holder of such Debt Security; or
(g) modify any of the conversion provisions applicable to any Debt Security in a
manner adverse to the Holder thereof (Section 902).

The Holders of not less than a majority in principal amount of Outstanding
Debt Securities have the right to waive compliance by the Company of certain
covenants in the Indenture (Section 1013).

Modifications and amendments of the Indenture may be made by the Company
and the Trustee without the consent of any Holder of Debt Securities for any of
the following purposes: (i) to evidence the succession of another Person to the
Company as obligor under the Indenture; (ii) to add to the covenants of the
Company for the benefit of the Holders of all or any series of Debt Securities
or to surrender any right or power conferred upon the Company in the Indenture;
(iii) to add Events of Default for the benefit of the Holders of all or any
series of Securities; (iv) to add or change any provisions of the Indenture to
facilitate the issuance of, or to liberalize certain terms of, Debt Securities
in bearer form, or to permit or facilitate the issuance of Debt Securities in
uncertificated form, provided that such action shall not adversely affect the
interests of the Holders of the Debt Securities of any series in any material
respect; (v) to change or eliminate any provisions of the Indenture, provided
that any such change or elimination shall become effective only

12
<PAGE> 40

when there are no Debt Securities Outstanding of any series created prior
thereto which are entitled to the benefit of such provision; (vi) to secure the
Debt Securities; (vii) to establish the form or terms of Debt Securities of any
series, including the provisions and procedures, if applicable, for the
conversion of such Debt Securities into Common Stock or Preferred Stock of the
Company; (viii) to provide for the acceptance of appointment by a successor
Trustee or facilitate the administration of the trusts under the Indenture by
more than one Trustee; (ix) to cure any ambiguity, defect or inconsistency in
the Indenture, provided that such action shall not adversely affect the
interests of Holders of Debt Securities of any series in any material respect;
or (x) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of any series of such
Debt Securities, provided that such action shall not adversely affect the
interests of the Holders of the Debt Securities of any series in any material
respect (Section 901).

The Indenture provides that in determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities of a series have given
any request, demand, authorization, direction, notice, consent or waiver
thereunder or whether a quorum is present at a meeting of Holders of Debt
Securities, (i) the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
declaration of acceleration of the maturity thereof, (ii) the principal amount
of a Debt Security denominated in a foreign currency that shall be deemed
outstanding shall be the U.S. dollar equivalent, determined on the issue date
for such Debt Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent on the issue date of such
Debt Security of the amount determined as provided in (i) above), (iii) the
principal amount of an Indexed Security that shall be deemed outstanding shall
be the principal amount of such Indexed Security on the issue date, unless
otherwise provided with respect to such Indexed Security pursuant to Section 301
of the Indenture, and (iv) Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor shall be disregarded (Section 101).

The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series (Section 1501). A meeting may be called at any time
by the Trustee, and also, upon request, by the Company or the Holders of not
less than 10% in principal amount of the Outstanding Debt Securities of such
series, in any such case upon notice given as provided in the Indenture (Section
1502). Except for any consent that must be given by the Holder of each Debt
Security affected by certain modifications and amendments of the Indenture, any
resolution presented at a meeting or adjourned meeting duly reconvened at which
a quorum is present may be adopted by the affirmative vote of the Holders of not
less than a majority in principal amount of the Outstanding Debt Securities of
that series; provided, however, that, except as referred to above, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Debt Securities of a series may be adopted at a
meeting or adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Debt Securities of that series. Any resolution passed or
decision taken at any meeting of Holders of Debt Securities of any series duly
held in accordance with the Indenture will be binding on all Holders of Debt
Securities of that series. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be Persons holding or
representing a majority in principal amount of the Outstanding Debt Securities
of a series; provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding Debt
Securities of a series, the Persons holding or representing such specified
percentage in principal amount of the Outstanding Debt Securities of such series
will constitute a quorum (Section 1504).

Notwithstanding the foregoing provisions, if any action is to be taken at a
meeting of Holders of Debt Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
the Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of all Outstanding Debt Securities
affected thereby, or of the Holders of such series and one or more additional
series: (i) there shall be no minimum quorum requirement for such

13
<PAGE> 41

meeting and (ii) the principal amount of the Outstanding Debt Securities of such
series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under the
Indenture (Section 1504).

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company may discharge certain obligations to Holders of any series of
Debt Securities that have not already been delivered to the Trustee for
cancellation and that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee, in trust, funds in such currency or
currencies, currency unit or units or composite currency or currencies in which
such Debt Securities are payable in an amount sufficient to pay the entire
indebtedness on such Debt Securities in respect of principal (and premium, if
any) and interest to the date of such deposit (if such Debt Securities have
become due and payable) or to the Stated Maturity or date of redemption or
repayment, as the case may be (Section 401).

The Indenture provides that, if the provisions of Article Fourteen are made
applicable to the Debt Securities of or within any series pursuant to Section
301 of the Indenture, the Company may elect either (a) to defease and be
discharged from any and all obligations with respect to such Debt Securities
(except for the obligation (i) to pay Additional Amounts, if any, upon the
occurrence of certain events of tax, assessment or governmental charge with
respect to payments on such Debt Securities, (ii) to convert the Debt Securities
in accordance with their terms (if applicable), (iii) to register the transfer
or exchange of such Debt Securities, (iv) to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities, (v) to maintain an office or agency
in respect of such Debt Securities and (vi) to hold moneys for payment in trust)
("defeasance") (Section 1402) or (b) to be released from its obligations with
respect to such Debt Securities under Sections 1004 to 1010, inclusive, and
Section 1014 of the Indenture (being the restrictions described under "Certain
Covenants") or, if provided pursuant to Section 301 of the Indenture, its
obligations with respect to any other covenant, and any omission to comply with
such obligations shall not constitute a default or an Event of Default with
respect to such Debt Securities ("covenant defeasance") (Section 1403), in
either case upon the irrevocable deposit by the Company with the Trustee, in
trust, of an amount, in such currency or currencies, currency unit or units or
composite currency or currencies in which such Debt Securities are payable at
Stated Maturity, or Government Obligations (as defined below), or both,
applicable to such Debt Securities which through the scheduled payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of (and premium, if any) and interest on
such Debt Securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor.

Such a trust may only be established if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred (Section 1404).

"Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the foreign
currency in which the Debt Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign
currency in which the Debt Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount

14
<PAGE> 42

payable to the holder of such depository receipt from any amount received by the
custodian in respect of any such Government Obligation or the specific payment
of interest on or principal of any such Government Obligation evidenced by such
depository receipt (Section 101).

Unless otherwise provided in the applicable Prospectus Supplement, if after
the Company has deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any series,
(a) the Holder of a Debt Security of such series is entitled to, and does, elect
pursuant to Section 301 of the Indenture or the terms of such Debt Security to
receive payment in a currency, currency unit or composite currency other than
that in which such deposit has been made in respect of such Debt Security, or
(b) a Conversion Event (as defined below) occurs in respect of the currency,
currency unit or composite currency in which such deposit has been made, the
indebtedness represented by such Debt Security shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium, if any) and interest on such Debt Security as they become due out
of the proceeds yielded by converting the amount so deposited in respect of such
Debt Security into the currency, currency unit or composite currency in which
such Debt Security becomes payable as a result of such election or such
cessation of usage based on the applicable market exchange rate (Section 1405).
"Conversion Event" means the cessation of use of (i) a currency, currency unit
or composite currency both by the government of the country which issued such
currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(iii) any currency unit or composite currency other than the ECU for the
purposes for which it was established. Unless otherwise provided in the
applicable Prospectus Supplement, all payments of principal of (and premium, if
any) and interest on any Debt Security that is payable in a foreign currency
that ceases to be used by its government of issuance shall be made in U.S.
dollars (Section 101).

In the event the Company effects covenant defeasance with respect to any
Debt Securities and such Debt Securities are declared due and payable because of
the occurrence of any Event of Default other than the Event of Default described
in clause (d) under "Events of Default, Notice and Waiver" with respect to
Sections 1004 to 1010, inclusive, and Section 1014 of the Indenture (which
Sections would no longer be applicable to such Debt Securities) or described in
clause (g) under "Events of Default, Notice and Waiver" with respect to any
other covenant as to which there has been covenant defeasance, the amount in
such currency, currency unit or composite currency in which such Debt Securities
are payable, and Government Obligations on deposit with the Trustee, will be
sufficient to pay amounts due on such Debt Securities at the time of their
Stated Maturity but may not be sufficient to pay amounts due on such Debt
Securities at the time of the acceleration resulting from such Event of Default.
However, the Company would remain liable to make payment of such amounts due at
the time of acceleration.

The applicable Prospectus Supplement may further describe the provisions,
if any, permitting such defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the Debt
Securities of or within a particular series.

CONVERSION RIGHTS

The terms and conditions, if any, upon which the Debt Securities are
convertible into Common Stock or Preferred Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include
whether such Debt Securities are convertible into Common Stock or Preferred
Stock, the conversion price (or manner of calculation thereof), the conversion
period, provisions as to whether conversion will be at the option of the Holders
or the Company, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of such Debt
Securities.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities (the "Global Securities") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the applicable Prospectus Supplement relating to such series. Global Securities

15
<PAGE> 43

may be issued in either registered or bearer form and in either temporary or
permanent form. The specific terms of the depositary arrangement with respect to
a series of Debt Securities will be described in the applicable Prospectus
Supplement relating to such series.

DESCRIPTION OF COMMON STOCK

The Company has the authority to issue up to 100,000,000 shares of common
stock, par value $.01 per share (the "Common Stock"). At March 31, 1995, the
Company had outstanding 10,889,444 shares of Common Stock.

The following description of the Common Stock sets forth certain general
terms and provisions of the Common Stock to which any Prospectus Supplement may
relate, including a Prospectus Supplement providing that Common Stock will be
issuable upon conversion of Debt Securities or Preferred Stock of the Company or
upon the exercise of the Warrants to purchase Common Stock issued by the
Company. The statements below describing the Common Stock are in all respects
subject to and qualified in their entirety by reference to the applicable
provisions of the Company's Charter and Bylaws.

Subject to the preferential rights of any other shares or series of capital
stock, holders of the Company's Common Stock will be entitled to receive
dividends when, as and if authorized and declared by the Board of Directors of
the Company, out of funds legally available therefor. Payment and declaration of
dividends on the Common Stock and purchases of shares thereof by the Company may
be subject to certain restrictions if the Company fails to pay dividends on the
Preferred Stock. See "Description of Preferred Stock." Upon the distribution of
assets upon any liquidation, dissolution or winding up of the Company, holders
of Common Stock will be entitled to share equally and ratably in any assets
available for distribution to them, after payment or provision for payment of
all known debts and liabilities of the Company and any preferential amounts
owing with respect to any outstanding Preferred Stock. Subject to certain
provisions of Maryland law and the Company's Charter and Bylaws, each
outstanding share of Common Stock entitles the holder to one vote on all matters
submitted to a vote of stockholders, including the election of directors, and,
except as otherwise required by law or except as provided with respect to any
other class or series of stock, the holders of such shares will possess the
exclusive voting power. Holders of Common Stock will not have cumulative voting
rights in the election of directors, which means that holders of more than 50%
of all of the shares of the Company's Common Stock voting for the election of
directors will be able to elect all of the directors if they choose to do so
and, accordingly, the holders of the remaining shares will be unable to elect
any directors. Holders of shares of Common Stock will not have preemptive
rights, which means they have no right to acquire any additional shares of
Common Stock that may be issued by the Company at a subsequent date. Holders of
Common Stock also will have no conversion, sinking fund, redemption, preference
or exchange rights. The Common Stock will, when issued, be fully paid and
nonassessable and will not be subject to preemptive or other similar rights.

RESTRICTIONS ON OWNERSHIP

With certain exceptions, the Company's Charter provides that no person may
own, or be deemed to own by virtue of the attribution power of the Code, more
than 9.8% by value of the Company's capital stock. See "Restrictions on
Ownership of Capital Stock."

TRANSFER AGENT

The Registrar and Transfer Agent for the Company's Common Stock is The
First National Bank of Boston.

DESCRIPTION OF PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of Preferred Stock,
par value $.01 per share. No shares of Preferred Stock are outstanding as of the
date hereof.

16
<PAGE> 44

Under the Company's Charter, shares of Preferred Stock may be issued from
time to time, in one or more series, as authorized by the Board of Directors,
generally without the approval of the stockholders. Prior to issuance of shares
of each series, the Board of Directors is required by the Maryland General
Corporation Law and the Company's Charter to adopt resolutions and file Articles
Supplementary (the "Articles Supplementary") with the State Department of
Assessments and Taxation of Maryland, fixing for each such series the
designations, powers, preferences and rights of the shares of such series and
the qualifications, limitations or restrictions thereon, including, but not
limited to, dividend rights, dividend rate or rates, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences as are permitted by
Maryland law. The Board of Directors could authorize the issuance of shares of
Preferred Stock with terms and conditions which could have the effect of
discouraging a takeover or other transaction which holders of some, or a
majority, of such shares might believe to be in their best interests or in which
holders of some, or a majority, of such shares might receive a premium for their
shares over the then market price of such shares.

The following description of the Preferred Stock sets forth certain general
terms and provisions of the Preferred Stock to which any Prospectus Supplement
may relate. The statements below describing the Preferred Stock are in all
respects subject to and qualified in their entirety by reference to the
applicable provisions of the Company's Charter (including the applicable
Articles Supplementary) and Bylaws.

GENERAL

Subject to limitations prescribed by Maryland law and the Company's Charter
and Bylaws, the Board of Directors is authorized to fix the number of shares
constituting each series of Preferred Stock and the designations and powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, including such provisions
as may be desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution of the Board of Directors or duly
authorized committee thereof. The Preferred Stock will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.

Reference is made to the Prospectus Supplement relating to the series of
Preferred Stock offered thereby for specific terms, including:

(1) The title and stated value of such Preferred Stock;

(2) The number of shares of such Preferred Stock offered, the
liquidation preference per share and the offering price of such Preferred
Stock;

(3) The dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to such Preferred Stock;

(4) Whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on such Preferred Stock shall
accumulate;

(5) The procedures for any auction and remarketing, if any, for such
Preferred Stock;

(6) The provisions for a sinking fund, if any, for such Preferred
Stock;

(7) The provisions for redemption, if applicable, of such Preferred
Stock;

(8) Any listing of such Preferred Stock on any securities exchange;

(9) The terms and conditions, if applicable, upon which such Preferred
Stock will be convertible into Common Stock of the Company, including the
conversion price (or manner of calculation thereof) and conversion period;

(10) Whether interests in such Preferred Stock will be represented by
Depositary Shares;

(11) A discussion of federal income tax considerations applicable to
such Preferred Stock;

17
<PAGE> 45

(12) In addition to those limitations described below, any other
limitations on direct or beneficial ownership and restrictions on transfer,
in each case as may be appropriate to preserve the status of the Company as
a REIT;

(13) Any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock.

RANK

Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company, rank (i) senior to all classes or
series of Common Stock of the Company, and to all equity securities ranking
junior to such Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company; (ii) on a parity with all
equity securities issued by the Company the terms of which specifically provide
that such equity securities rank on a parity with the Preferred Stock with
respect to dividend rights or rights upon liquidation, dissolution or winding up
of the Company; and (iii) junior to all equity securities issued by the Company
the terms of which specifically provide that such equity securities rank senior
to the Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company. As used in the Company's
Charter for these purposes, the term "equity securities" does not include
convertible debt securities.

DIVIDENDS

Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will have the rights with respect to payment of dividends set forth below.

Holders of shares of the Preferred Stock of each series shall be entitled
to receive, when, as and if declared and authorized by the Board of Directors of
the Company, out of assets of the Company legally available for payment, cash
dividends at such rates and on such dates as will be set forth in the applicable
Prospectus Supplement. Each such dividend shall be payable to holders of record
as they appear on the stock transfer books of the Company on such record dates
as shall be fixed by the Board of Directors of the Company.

Dividends on any series of the Preferred Stock may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement. Dividends,
if cumulative, will accumulate from and after the date set forth in the
applicable Prospectus Supplement. If the Board of Directors of the Company fails
to declare a dividend payable on a dividend payment date on any series of the
Preferred Stock for which dividends are non-cumulative, then the holders of such
series of the Preferred Stock will have no right to receive a dividend in
respect of the dividend period ending on such dividend payment date, and the
Company will have no obligation to pay the dividend accrued for such period,
whether or not dividends on such series are declared payable on any future
dividend payment date.

If any shares of the Preferred Stock of any series are outstanding, no full
dividends shall be declared or paid or set apart for payment on the Preferred
Stock of the Company of any other series ranking, as to dividends, on a parity
with or junior to the Preferred Stock of such series for any period unless (i)
if such series of Preferred Stock has a cumulative dividend, full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof irrevocably set apart for such payment on
the Preferred Stock of such series for all past dividend periods and the then
current dividend period or (ii) if such series of Preferred Stock does not have
a cumulative dividend, full dividends for the then current dividend period have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof irrevocably set apart for such payment on the Preferred
Stock of such series. When dividends are not paid in full (or a sum sufficient
for such full payment is not so irrevocably set apart) upon the shares of
Preferred Stock of any series and the shares of any other series of preferred
stock ranking on a parity as to dividends with the Preferred Stock of such
series, all dividends declared upon shares of Preferred Stock of such series and
any other series of preferred stock ranking on a parity as to dividends with
such Preferred Stock shall be declared pro rata so that the amount of dividends
declared per share on the

18
<PAGE> 46

Preferred Stock of such series and such other series of preferred stock shall in
all cases bear to each other the same ratio that accrued and unpaid dividends
per share on the shares of Preferred Stock of such series (which shall not
include any accumulation in respect of unpaid dividends for prior dividend
periods if such Preferred Stock does not have a cumulative dividend) and such
other series of preferred stock bear to each other. No interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend payment or
payments on Preferred Stock of such series which may be in arrears.

Except as provided in the immediately preceding paragraph, unless (i) if
such series of Preferred Stock has a cumulative dividend, full cumulative
dividends on the Preferred Stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
irrevocably set apart for payment for all past dividend periods and the then
current dividend period and (ii) if such series of Preferred Stock does not have
a cumulative dividend, full dividends on the Preferred Stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof irrevocably set apart for payment for the then current
dividend period, no dividends (other than in Common Stock or other capital stock
ranking junior to the Preferred Stock of such series as to dividends and upon
liquidation, dissolution or winding up of the Company) shall be declared or paid
or set aside for payment or other distribution shall be declared or made upon
the Common Stock or any other capital stock of the Company ranking junior to or
on a parity with the Preferred Stock of such series as to dividends or upon
liquidation, dissolution or winding up of the Company, nor shall any Common
Stock or any other capital stock of the Company ranking junior to or on a parity
with the Preferred Stock of such series as to dividends or upon liquidation,
dissolution or winding up of the Company be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by the Company
(except by conversion into or exchange for other capital stock of the Company
ranking junior to the Preferred Stock of such series as to dividends and upon
liquidation, dissolution or winding up of the Company).

Any dividend payment made on shares of a series of Preferred Stock shall
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of such series which remains payable.

REDEMPTION

If so provided in the applicable Prospectus Supplement, the shares of
Preferred Stock will be subject to mandatory redemption or redemption at the
option of the Company, as a whole or in part, in each case upon the terms, at
the times and at the redemption prices set forth in such Prospectus Supplement.

The Prospectus Supplement relating to a series of Preferred Stock that is
subject to mandatory redemption will specify the number of shares of such
Preferred Stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Stock does not have a cumulative dividend, include
any accumulation in respect of unpaid dividends for prior dividend periods) to
the date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable Prospectus Supplement. If the
redemption price for Preferred Stock of any series is payable only from the net
proceeds of the issuance of capital stock of the Company, the terms of such
Preferred Stock may provide that, if no such capital stock shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, such Preferred Stock shall
automatically and mandatorily be converted into shares of the applicable capital
stock of the Company pursuant to conversion provisions specified in the
applicable Prospectus Supplement.

Notwithstanding the foregoing, unless (i) if such series of Preferred Stock
has a cumulative dividend, full cumulative dividends on all shares of any series
of Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof irrevocably set apart for
payment for all past dividend periods and the then current dividend period and
(ii) if such series of Preferred Stock does not have a cumulative dividend, full
dividends on the Preferred Stock of any series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
irrevocably set apart for payment for the then current dividend period, no
shares of any series of Preferred Stock shall be

19
<PAGE> 47

redeemed unless all outstanding shares of Preferred Stock of such series are
simultaneously redeemed; provided, however, that the foregoing shall not prevent
the purchase or acquisition of shares of Preferred Stock of such series pursuant
to a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Preferred Stock of such series, and, unless (i) if such
series of Preferred Stock has a cumulative dividend, full cumulative dividends
on all outstanding shares of any series of Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof irrevocably set apart for payment for all past dividend periods
and the then current dividend period and (ii) if such series of Preferred Stock
does not have a cumulative dividend, full dividends on the Preferred Stock of
any series have been or contemporaneously are declared and paid or declared and
a sum sufficient for the payment thereof irrevocably set apart for payment for
the then current dividend period, the Company shall not purchase or otherwise
acquire directly or indirectly any shares of Preferred Stock of such series
(except by conversion into or exchange for capital stock of the Company ranking
junior to the Preferred Stock of such series as to dividends and upon
liquidation, dissolution or winding up of the Company).

If fewer than all of the outstanding shares of Preferred Stock of any
series are to be redeemed, the number of shares to be redeemed will be
determined by the Company and such shares may be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares) or
any other equitable method determined by the Company that will not result in
violation of the ownership limitations set forth in the Charter.

Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of a share of Preferred
Stock of any series to be redeemed at the address shown on the stock transfer
books of the Company. Each notice shall state: (i) the redemption date; (ii) the
number of shares and series of the Preferred Stock to be redeemed; (iii) the
redemption price; (iv) the place or places where certificates for such Preferred
Stock are to be surrendered for payment of the redemption price; (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date; and (vi) the date upon which the holder's conversion rights, if any, as to
such shares shall terminate. If fewer than all the shares of Preferred Stock of
any series are to be redeemed, the notice mailed to each such holder thereof
shall also specify the number of shares of Preferred Stock to be redeemed from
each such holder. If notice of redemption of any shares of Preferred Stock has
been given and if the funds necessary for such redemption have been irrevocably
set apart by the Company in trust for the benefit of the holders of any shares
of Preferred Stock so called for redemption, then from and after the redemption
date dividends will cease to accrue on such shares of Preferred Stock, such
shares of Preferred Stock shall no longer be deemed outstanding and all rights
of the holders of such shares will terminate, except the right to receive the
redemption price.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, then, before any distribution or payment shall be
made to the holders of any Common Stock or any other class or series of capital
stock of the Company ranking junior to the Preferred Stock in the distribution
of assets upon any liquidation, dissolution or winding up of the Company, the
holders of each series of Preferred Stock shall be entitled to receive out of
assets of the Company legally available for distribution to stockholders
liquidating distributions in the amount of the liquidation preference per share
(set forth in the applicable Prospectus Supplement and Articles Supplementary),
plus an amount equal to all dividends accrued and unpaid thereon (which shall
not include any accumulation in respect of unpaid dividends for prior dividend
periods if such Preferred Stock does not have a cumulative dividend). After
payment of the full amount of the liquidating distributions to which they are
entitled, the holders of Preferred Stock will have no right or claim to any of
the remaining assets of the Company. In the event that, upon any such voluntary
or involuntary liquidation, dissolution or winding up, the legally available
assets of the Company are insufficient to pay the amount of the liquidating
distributions on all outstanding shares of Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of capital stock of the
Company ranking on a parity with the Preferred Stock in the distribution of
assets upon liquidation, dissolution or winding up of the Company, then the
holders of the Preferred Stock and all other such classes or series of capital
stock shall

20
<PAGE> 48

share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.

If liquidating distributions shall have been made in full to all holders of
shares of Preferred Stock, the remaining assets of the Company shall be
distributed among the holders of any other classes or series of capital stock
ranking junior to the Preferred Stock upon liquidation, dissolution or winding
up of the Company, according to their respective rights and preferences and in
each case according to their respective number of shares. For such purposes, the
consolidation or merger of the Company with or into any other corporation, or
the sale, lease, transfer or conveyance of all or substantially all of the
property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.

VOTING RIGHTS

Holders of the Preferred Stock will not have any voting rights, except as
set forth below or as otherwise from time to time required by law or as
indicated in the applicable Prospectus Supplement.

Whenever dividends on any shares of Preferred Stock shall be in arrears for
six or more consecutive quarterly periods, the holders of such shares of
Preferred Stock (voting separately as a class with all other series of preferred
stock upon which like voting rights have been conferred and are exercisable)
will be entitled to vote for the election of two additional directors of the
Company at a special meeting called by the holders or record of at least 10% of
the shares of Preferred Stock of any series so in arrears (unless such request
is received less than 90 days before the date fixed for the next annual or
special meeting of the stockholders) or at the next annual meeting of
stockholders, and at each subsequent annual meeting, until (i) if such series of
Preferred Stock has a cumulative dividend, all dividends accumulated on such
shares of Preferred Stock for the past dividend periods and the then current
dividend period shall have been fully paid or declared and a sum sufficient for
the payment thereof irrevocably set apart for payment or (ii) if such series of
Preferred Stock does not have a cumulative dividend, four consecutive quarterly
dividends shall have been fully paid or declared and a sum sufficient for the
payment thereof irrevocably set apart for payment. In such case, the entire
Board of Directors of the Company will be increased by two directors.

Unless provided otherwise for any series of Preferred Stock, so long as any
shares of Preferred Stock remain outstanding, the Company shall not, without the
affirmative vote or consent of the holders of at least 66 2/3% of the shares of
each series of Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting (such series voting separately as a
class), (i) authorize or create, or increase the authorized or issued amount of,
any class or series of capital stock ranking senior to such series of Preferred
Stock with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Company or reclassify any
authorized capital stock of the Company into any such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares; or (ii) amend, alter or repeal the provisions
of the Company's Charter (including the Articles Supplementary for such series
of Preferred Stock), whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of such series of Preferred Stock or the holders thereof; provided, however,
that any increase in the amount of the authorized preferred stock or the
creation or issuance of any other series of preferred stock, or any increase in
the amount of authorized shares of such series or any other series of Preferred
Stock, in each case ranking on a parity with or junior to the Preferred Stock of
such series with respect to payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up of the Company, shall not be deemed
to materially and adversely affect such rights, preferences, privileges or
voting powers.

The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of such series of Preferred Stock shall have
been redeemed or called for redemption upon proper notice and sufficient funds
shall have been irrevocably deposited in trust to effect such redemption.

21
<PAGE> 49

CONVERSION RIGHTS

The terms and conditions, if any, upon which shares of any series of
Preferred Stock are convertible into Common Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include the
number of shares of Common Stock into which the Preferred Stock is convertible,
the conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the
redemption of such Preferred Stock.

RESTRICTIONS ON OWNERSHIP

With certain restrictions, the Company's Charter provides that no person
may own, or be deemed to own by virtue of the attribution power of the Code,
more than 9.8% by value of the Company's capital stock. See "Restrictions on
Ownership of Capital Stock."

DESCRIPTION OF DEPOSITARY SHARES
GENERAL

The Company may issue receipts ("Depositary Receipts") for Depositary
Shares, each of which will represent a fractional interest of a share of a
particular series of Preferred Stock, as specified in the applicable Prospectus
Supplement. Shares of Preferred Stock of each series represented by Depositary
Shares will be deposited under a separate Deposit Agreement (each, a "Deposit
Agreement") among the Company, the depositary named therein (the "Preferred
Stock Depositary") and the holders from time to time of the Depositary Receipts.
Subject to the terms of the Deposit Agreement, each owner of a Depositary
Receipt will be entitled, in proportion to the fractional interest of a share of
a particular series of Preferred Stock represented by the Depositary Shares
evidenced by such Depositary Receipt, to all the rights and preferences of the
Preferred Stock represented by such Depositary Shares (including dividend,
voting, conversion, redemption and liquidation rights).

The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the applicable Deposit Agreement. Immediately following the issuance
and delivery of the Preferred Stock by the Company to the Preferred Stock
Depositary, the Company will cause the Preferred Stock Depositary to issue, on
behalf of the Company, the Depositary Receipts. Copies of the applicable form of
Deposit Agreement and Depositary Receipt may be obtained from the Company upon
request, and the statements made hereunder relating to the Deposit Agreement and
the Depositary Receipts to be issued thereunder are summaries of certain
provisions thereof and do not purport to be complete and are subject to, and
qualified in their entirety by reference to, all of the provisions of the
applicable Deposit Agreement and related Depositary Receipts.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of the Preferred Stock to the record
holders of Depositary Receipts evidencing the related Depositary Shares in
proportion to the number of such Depositary Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and other
information and to pay certain charges and expenses to the Preferred Stock
Depositary.

In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Receipts entitled thereto, subject to certain obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the Preferred Stock Depositary, unless the Preferred Stock
Depositary determines that it is not feasible to make such distribution, in
which case the Preferred Stock Depositary may, with the approval of the Company,
sell such property and distribute the net proceeds from such sale to such
holders.

No distribution will be made in respect of any Depositary Share to the
extent that it represents any Preferred Stock converted into other securities.

22
<PAGE> 50

WITHDRAWAL OF STOCK

Upon surrender of the Depositary Receipts at the corporate trust office of
the Preferred Stock Depositary (unless the related Depositary Shares have
previously been called for redemption or converted into other securities), the
holders thereof will be entitled to delivery at such office, to or upon such
holder's order, of the number of whole or fractional shares of the Preferred
Stock and any money or other property represented by the Depositary Shares
evidenced by such Depositary Receipts. Holders of Depositary Receipts will be
entitled to receive whole or fractional shares of the related Preferred Stock on
the basis of the proportion of Preferred Stock represented by each Depositary
Share as specified in the applicable Prospectus Supplement, but holders of such
shares of Preferred Stock will not thereafter be entitled to receive Depositary
Shares therefor. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of shares of Preferred Stock to be withdrawn, the
Preferred Stock Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares.

REDEMPTION OF DEPOSITARY SHARES

Whenever the Company redeems shares of Preferred Stock held by the
Preferred Stock Depositary, the Preferred Stock Depositary will redeem as of the
same redemption date the number of Depositary Shares representing shares of the
Preferred Stock so redeemed, provided the Company shall have paid in full to the
Preferred Stock Depositary the redemption price of the Preferred Stock to be
redeemed plus an amount equal to any accrued and unpaid dividends thereon to the
date fixed for redemption. The redemption price per Depositary Share will be
equal to the corresponding proportion of the redemption price and any other
amounts per share payable with respect to the Preferred Stock. If fewer than all
the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed
will be selected pro rata (as nearly as may be practicable without creating
fractional Depositary Shares) or by any other equitable method determined by the
Company that will not result in a violation of the Ownership Limit.

From and after the date fixed for redemption, all dividends in respect of
the shares of Preferred Stock so called for redemption will cease to accrue, the
Depositary Shares so called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the Depositary Receipts evidencing
the Depositary Shares so called for redemption will cease, except the right to
receive any moneys payable upon such redemption and any money or other property
to which the holders of such Depositary Receipts were entitled upon such
redemption and surrender thereof to the Preferred Stock Depositary.

VOTING OF THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Preferred Stock Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Receipts evidencing the Depositary Shares which represent such
Preferred Stock. Each record holder of Depositary Receipts evidencing Depositary
Shares on the record date (which will be the same date as the record date for
the Preferred Stock) will be entitled to instruct the Preferred Stock Depositary
as to the exercise of the voting rights pertaining to the amount of Preferred
Stock represented by such holder's Depositary Shares. The Preferred Stock
Depositary will vote the amount of Preferred Stock represented by such
Depositary Shares in accordance with such instructions, and the Company will
agree to take all reasonable action which may be deemed necessary by the
Preferred Stock Depositary in order to enable the Preferred Stock Depositary to
do so. The Preferred Stock Depositary will abstain from voting the amount of
Preferred Stock represented by such Depositary Shares to the extent it does not
receive specific instructions from the holders of Depositary Receipts evidencing
such Depositary Shares. The Preferred Stock Depositary shall not be responsible
for any failure to carry out any instruction to vote, or for the manner or
effect of any such vote made, as long as any such action or non-action is in
good faith and does not result from negligence or wilful misconduct of the
Preferred Stock Depositary.

23
<PAGE> 51

LIQUIDATION PREFERENCE

In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of each Depositary Receipt will be
entitled to the fraction of the liquidation preference accorded each share of
Preferred Stock represented by the Depositary Shares evidenced by such
Depositary Receipt, as set forth in the applicable Prospectus Supplement.

CONVERSION OF PREFERRED STOCK

The Depositary Shares, as such, are not convertible into Common Stock or
any other securities or property of the Company. Nevertheless, if so specified
in the applicable Prospectus Supplement relating to an offering of Depositary
Shares, the Depositary Receipts may be surrendered by holders thereof to the
Preferred Stock Depositary with written instructions to the Preferred Stock
Depositary to instruct the Company to cause conversion of the Preferred Stock
represented by the Depositary Shares evidenced by such Depositary Receipts into
whole shares of Common Stock, other shares of Preferred Stock of the Company or
other shares of stock, and the Company has agreed that upon receipt of such
instructions and any amounts payable in respect thereof, it will cause the
conversion thereof utilizing the same procedures as those provided for delivery
of Preferred Stock to effect such conversion. If the Depositary Shares evidenced
by a Depositary Receipt are to be converted in part only, a new Depositary
Receipt or Receipts will be issued for any Depositary Shares not to be
converted. No fractional shares of Common Stock will be issued upon conversion,
and if such conversion would result in a fractional share being issued, an
amount will be paid in cash by the Company equal to the value of the fractional
interest based upon the closing price of the Common Stock on the last business
day prior to the conversion.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares which
represent the Preferred Stock and any provision of the Deposit Agreement may at
any time be amended by agreement between the Company and the Preferred Stock
Depositary. However, any amendment that materially and adversely alters the
rights of the holders of Depositary Receipts or that would be materially and
adversely inconsistent with the rights granted to the holders of the related
Preferred Stock will not be effective unless such amendment has been approved by
the existing holders of at least 66 2/3% of the Depositary Shares evidenced by
the Depositary Receipts then outstanding. No amendment shall impair the right,
subject to certain exceptions in the Depositary Agreement, of any holder of
Depositary Receipts to surrender any Depositary Receipt with instructions to
deliver to the holder the related Preferred Stock and all money and other
property, if any, represented thereby, except in order to comply with law. Every
holder of an outstanding Depositary Receipt at the time any such amendment
becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.

The Deposit Agreement may be terminated by the Company upon not less than
30 days' prior written notice to the Preferred Stock Depositary if (i) such
termination is necessary to preserve the Company's status as a REIT or (ii) a
majority of each series of Preferred Stock affected by such termination consents
to such termination, whereupon the Preferred Stock Depositary shall deliver or
make available to each holder of Depositary Receipts, upon surrender of the
Depositary Receipts held by such holder, such number of whole or fractional
shares of Preferred Stock as are represented by the Depositary Shares evidenced
by such Depositary Receipts together with any other property held by the
Preferred Stock Depositary with respect to such Depositary Receipts. The Company
has agreed that if the Deposit Agreement is terminated to preserve the Company's
status as a REIT, then the Company will use its best efforts to list the
Preferred Stock issued upon surrender of the related Depositary Shares on a
national securities exchange. In addition, the Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares shall have been
redeemed, (ii) there shall have been a final distribution in respect of the
related Preferred Stock in connection with any liquidation, dissolution or
winding up of the Company and such distribution shall have been distributed to
the holders of Depositary Receipts evidencing the Depositary Shares representing
such Preferred Stock or (iii) each share of the related Preferred Stock shall
have been converted into securities of the Company not so represented by
Depositary Shares.

24
<PAGE> 52

CHARGES OF PREFERRED STOCK DEPOSITARY

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the Deposit Agreement. In addition, the
Company will pay the fees and expenses of the Preferred Stock Depositary in
connection with the performance of its duties under the Deposit Agreement.
However, holders of Depositary Receipts will pay the fees and expenses of the
Preferred Stock Depositary for any duties requested by such holders to be
performed which are outside of those expressly provided for in the Deposit
Agreement.

RESIGNATION AND REMOVAL OF DEPOSITORY

The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time remove
the Preferred Stock Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositary. A successor
Preferred Stock Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.

MISCELLANEOUS

The Preferred Stock Depositary will forward to holders of Depositary
Receipts any reports and communications from the Company which are received by
the Preferred Stock Depositary with respect to the related Preferred Stock.

Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented from or delayed in, by law or any circumstances beyond its control,
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Preferred Stock Depositary under the Deposit Agreement will be
limited to performing their duties thereunder in good faith and without
negligence (in the case of any action or inaction in the voting of Preferred
Stock represented by the Depositary Shares), gross negligence or willful
misconduct, and the Company and the Preferred Stock Depositary will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Receipts, Depositary Shares or shares of Preferred Stock represented
thereby unless satisfactory indemnity is furnished. The Company and the
Preferred Stock Depositary may rely on written advice of counsel or accountants,
or information provided by persons presenting shares of Preferred Stock
represented thereby for deposit, holders of Depositary Receipts or other persons
believed in good faith to be competent to give such information, and on
documents believed in good faith to be genuine and signed by a proper party.

In the event the Preferred Stock Depositary shall receive conflicting
claims, requests or instructions from any holders of Depositary Receipts, on the
one hand, and the Company, on the other hand, the Preferred Stock Depositary
shall be entitled to act on such claims, requests or instructions received from
the Company.

DESCRIPTION OF WARRANTS

The Company may issue Warrants for the purchase of Debt Securities,
Preferred Stock, Depositary Shares or Common Stock. Warrants may be issued
independently or together with any Offered Securities and may be attached to or
separate from such securities. Each series of Warrants will be issued under a
separate warrant agreement (each, a "Warrant Agreement") to be entered into
between the Company and a warrant agent specified therein ("Warrant Agent"). The
Warrant Agent will act solely as an agent of the Company in connection with the
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Warrants.

The applicable Prospectus Supplement will describe the following terms,
where applicable, of the Warrants in respect of which this Prospectus is being
delivered: (1) the title of such Warrants; (2) the aggregate number of such
Warrants; (3) the price or prices at which such Warrants will be issued; (4) the
currencies in which the price or prices of such Warrants may be payable; (5) the
designation, amount and terms of the Offered Securities purchasable upon
exercise of such Warrants; (6) the designation and terms of

25
<PAGE> 53

the other Offered Securities with which such Warrants are issued and the number
of such Warrants issued with each such security; (7) if applicable, the date on
and after which such Warrants and the Offered Securities purchasable upon
exercise of such Warrants will be separately transferable; (8) the price or
prices at which and currency or currencies in which the Offered Securities
purchasable upon exercise of such Warrants may be purchased; (9) the date on
which the right to exercise such Warrants shall commence and the date on which
such right shall expire; (10) the minimum or maximum amount of such Warrants
which may be exercised at any one time; (11) information with respect to
book-entry procedures, if any; (12) a discussion of certain Federal income tax
considerations; and (13) any other material terms of such Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Warrants.

RESTRICTIONS ON OWNERSHIP OF CAPITAL STOCK

For the Company to qualify as a REIT under the Code, not more than 50% in
value of its outstanding capital stock may be owned, directly or indirectly, by
five or fewer individuals (as defined in the Code to include certain entities)
during the last half of a taxable year, and its capital stock must be
beneficially owned by 100 or more persons during at least 335 days of a taxable
year of 12 months or during a proportionate part of a shorter taxable year.

The Company's Charter provides, subject to certain exceptions specified
therein, that no holder may own, or be deemed to own by virtue of the
constructive ownership provisions of the Code, more than 9.8% by value (the
"Ownership Limit") of the outstanding capital stock of the Company. The Charter
further provides that any purported issuance or transfer of capital stock in
violation of the Ownership Limit shall be void ab initio. If shares of capital
stock in excess of the Ownership Limit, or shares of capital stock that would
cause the Company to be beneficially owned by less than 100 persons, are issued
or transferred to any person, the Charter provides that, subject to certain
exceptions, the intended transferee will acquire no rights in the stock. Shares
of capital stock transferred in excess of the Ownership Limit, or shares of
capital stock otherwise resulting in beneficial ownership of the Company being
vested in fewer than 100 persons or loss of the Company's REIT status
(collectively, an "Excess Transfer"), will automatically be transferred to an
independent trustee for the benefit of one or more charitable organizations to
be selected by the Company. While held by such trustee, the Charter provides
that such shares will continue to have voting and dividend rights and will
remain outstanding. The trustee may transfer such shares to any person whose
ownership will not violate the Ownership Limit or the other limitations
applicable to the intended transferee. If such a transfer is made by the
trustee, the sale proceeds shall be paid to the intended transferee to the
extent of the lesser of (a) the price paid by the intended transferee for the
shares in the Excess Transfer (or, if the Excess Transfer was a gift or similar
transaction, the market value of such shares at the time of the Excess Transfer)
and (b) the price realized by the trustee on the sale or other disposition of
such shares; any remaining proceeds, together with any dividends received by the
trustee, will be paid to the charitable beneficiaries. The Charter also provides
that shares of capital stock held by the trustee will be subject to a purchase
option in favor of the Company for a 90-day period following the Excess
Transfer.

The constructive ownership rules are complex and may cause Common Stock or
Preferred Stock owned directly or constructively by a group of related
individuals and/or entities to be deemed constructively owned by one individual
or entity. As a result, the acquisition of less than 9.8% by value of the
capital stock of the Company (or the acquisition of an interest in an entity
which owns such capital stock) by an individual or entity could cause that
individual or entity (or another individual or entity) to own constructively in
excess of 9.8% by value of the capital stock, and thus subject such capital
stock to the Ownership Limit.

The Board of Directors may waive the Ownership Limit with respect to a
particular stockholder if evidence satisfactory to the Board of Directors is
presented that such ownership will not then or in the future jeopardize the
Company's status as a REIT. As a condition of such waiver, the Board of
Directors will require a ruling from the Internal Revenue Service, opinions of
counsel or other evidence satisfactory to the Board of Directors with respect to
preserving the REIT status of the Company. The foregoing restrictions on
transferability and ownership will not apply if the Board of Directors
determines that it is no longer in the best interests of the Company to attempt
to qualify, or to continue to qualify, as a REIT.

26
<PAGE> 54

The Ownership Limit will not be automatically removed even if the REIT
provisions of the Code are changed so as to no longer contain any ownership
concentration limitation or if the Board of Directors and the stockholders of
the Company determine that it is no longer in the best interest of the Company
to attempt to qualify, or to continue to qualify, as REIT. Except as otherwise
described above, any change of the Ownership Limit would require an amendment to
the Charter of the Company. Such amendments require the affirmative vote of
holders owning a majority of the outstanding shares of Common Stock. In addition
to preserving the Company's status as a REIT, the Ownership Limit may have the
effect of precluding an acquisition of control of the REIT without the approval
of the Board of Directors.

All certificates representing shares of Common Stock and Preferred Stock
will bear a legend referring to the restrictions described above.

All persons who own, directly or by virtue of the attribution provisions of
the Code, more than a specified percentage of the outstanding shares of Common
Stock or Preferred Stock must file an affidavit with the Company containing the
information specified in the Charter within 30 days after January 1 of each
year. In addition, each such stockholder shall upon demand be required to
disclose to the Company in writing such information with respect to the direct,
indirect and constructive ownership of shares as the Board of Directors deems
necessary to comply with the provisions of the Code applicable to a REIT or to
comply with the requirements of any taxing authority or governmental agency.

These ownership limitations could have the effect of discouraging a
takeover or other transaction in which holders of some, or a majority, of shares
of capital stock of the Company might receive a premium for their shares over
the then prevailing market price or which such holders might believe to be
otherwise in their best interest.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
TO THE COMPANY OF ITS REIT ELECTION

The following summary of certain federal income tax considerations to the
Company is based on current law, is for general information only, and is not tax
advice. The tax treatment of a holder of any of the Offered Securities will vary
depending upon the terms of the specific securities acquired by such holder, as
well as his particular situation, and this discussion does not attempt to
address any aspects of federal income taxation relating to holders of Offered
Securities. Certain federal income tax considerations relevant to holders of the
Offered Securities will be provided in the applicable Prospectus Supplement
relating thereto.

EACH INVESTOR IS ADVISED TO CONSULT THE APPLICABLE PROSPECTUS SUPPLEMENT,
AS WELL AS HIS OWN TAX ADVISOR, REGARDING THE TAX CONSEQUENCES OF THE
ACQUISITION, OWNERSHIP AND SALE OF THE OFFERED SECURITIES, INCLUDING THE
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION,
OWNERSHIP AND SALE AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY AS A REIT

General. The Company has elected to be taxed as a real estate investment
trust under Sections 856 through 860 of the Code from the Company's formation in
1987. The Company believes that it is organized and is operating in such a
manner as to qualify for taxation as a REIT under the Code and the Company
intends to continue to operate in such a manner, but no assurance can be given
that it will operate in a manner so as to qualify or remain qualified.

The REIT provisions of the Code are highly technical and complex. The
following sets forth the material aspects of the sections that govern the
federal income tax treatment of a REIT. This summary is qualified in its
entirety by the applicable Code provisions, rules and regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all of
which are subject to change (which change may apply retroactively).

27
<PAGE> 55

In the opinion of Latham & Watkins, the Company is organized in conformity
with the requirements for qualification as a REIT, and its method of operation
will enable it to continue to meet the requirements for qualification and
taxation as a REIT under the Code. It must be emphasized that this opinion is
based on various assumptions and is conditioned upon such assumptions and
certain representations made by the Company as to factual matters. Moreover,
such qualification and taxation as a REIT depends upon the Company's ability to
meet, through actual annual operating results, distribution levels and diversity
of stock ownership, the various qualification tests imposed under the Code
discussed below, the results of which will not be reviewed by Latham & Watkins.
Accordingly, no assurance can be given that the actual results of the Company's
operation of any particular taxable year will satisfy such requirements. See
"-- Failure to Qualify."

If the Company qualifies for taxation as a REIT, it generally will not be
subject to federal corporate income taxes on its net income that is currently
distributed to stockholders. This treatment substantially eliminates the "double
taxation" (at the corporate and stockholder levels) that generally results from
investment in a regular corporation. However, the Company will be subject to
federal income tax as follows: First, the Company will be taxed at regular
corporate rates on any undistributed real estate investment trust taxable
income, including undistributed net capital gains. Second, under certain
circumstances, the Company may be subject to the "alternative minimum tax" on
its items of tax preference. Third, if the Company has (i) net income from the
sale or other disposition of "foreclosure property" which is held primarily for
sale to customers in the ordinary course of business or (ii) other
non-qualifying income from foreclosure property, it will be subject to tax at
the highest corporate rate on such income. Fourth, if the Company has net income
from prohibited transactions (which are, in general, certain sales or other
dispositions of property held primarily for sale to customers in the ordinary
course of business other than foreclosure property), such income will be subject
to a 100% tax. Fifth, if the Company should fail to satisfy the 75% gross income
test or the 95% gross income test (as discussed below), but has nonetheless
maintained its qualification as a real estate investment trust because certain
other requirements have been met, it will be subject to a 100% tax on an amount
equal to (a) the gross income attributable to the greater of the amount by which
the Company fails the 75% or 95% test, multiplied by (b) a fraction intended to
reflect the Company's profitability. Sixth, if the Company should fail to
distribute during each calendar year at least the sum of (i) 85% of its real
estate investment trust ordinary income for such year, (ii) 95% of its real
estate investment trust capital gain net income for such year, and (iii) any
undistributed taxable income from prior periods, the Company would be subject to
a 4% excise tax on the excess of such required distribution over the amounts
actually distributed. Seventh, with respect to an asset (a "Built-In Gain
Asset") acquired by the Company from a corporation which is or has been a C
corporation (i.e., generally, a corporation subject to full corporate-level tax)
in a transaction in which the basis of the Built-In Gain Asset in the hands of
the Company is determined by reference to the basis of the asset in the hands of
the C corporation, if the Company recognizes gain on the disposition of such
asset during the ten-year period (the "Recognition Period") beginning on the
date on which such asset was acquired by the Company, then, to the extent of the
Built-In Gain (i.e., the excess of (a) the fair market value of such asset over
(b) the Company's adjusted basis in such asset, determined as of the beginning
of the Recognition Period), such gain will be subject to tax at the highest
corporate tax rate pursuant to Internal Revenue Service ("IRS") regulations that
have not yet been promulgated. The results described above with respect to the
recognition of Built-In Gain assume that the Company will make an election
pursuant to IRS Notice 88-19.

Requirements for Qualification. The Code defines a REIT as a corporation,
trust or association (1) which is managed by one or more trustees or directors,
(2) the beneficial ownership of which is evidenced by transferable shares, or by
transferable certificates of beneficial interest, (3) which would be taxable as
a domestic corporation, but for Sections 856 through 859 of the Code, (4) which
is neither a financial institution nor an insurance company subject to certain
provisions of the Code, (5) the beneficial ownership of which is held by 100 or
more persons, (6) during the last half of each taxable year, not more than 50%
in value of the outstanding stock of which is owned, directly or constructively,
by five or fewer individuals (as defined in the Code to include certain
entities) and (7) which meets certain other tests, described below, regarding
the nature of its income and assets. The Code provides that conditions (1) to
(4), inclusive, must be met during

28
<PAGE> 56

the entire taxable year and that condition (5) must be met during at least 335
days of a taxable year of 12 months, or during a proportionate part of a taxable
year of less than 12 months.

The Company has previously issued sufficient shares to allow it to satisfy
conditions (5) and (6). In addition, the Company's Charter provides (and the
Articles Supplementary for any series of Preferred Stock will provide) for
restrictions regarding ownership and transfer of the Company's capital stock,
which restrictions are intended to assist the Company in continuing to satisfy
the share ownership requirements described in (5) and (6) above. The ownership
and transfer restrictions pertaining to a particular series of Preferred Stock
are described in "Description of Preferred Stock -- Restrictions on Ownership."

The Company owns and operates a number of properties through a direct
wholly-owned subsidiary, EM Funding. Code Section 856(i) provides that a
corporation which is a "qualified REIT subsidiary" shall not be treated as a
separate corporation, and all assets, liabilities, and items of income,
deduction, and credit of a "qualified REIT subsidiary" shall be treated as
assets, liabilities and such items (as the case may be) of the REIT. Thus, in
applying the requirements described herein, the Company's "qualified REIT
subsidiaries" will be ignored, and all assets, liabilities and items of income,
deduction, and credit of such subsidiaries will be treated as assets,
liabilities and items of the Company. The Company has not, however, sought or
received a ruling from the IRS that EM Funding is a "qualified REIT subsidiary."

The Company also owns and operates a number of properties through
partnerships. In the case of a REIT that is a partner in a partnership, IRS
regulations provide that the REIT will be deemed to own its proportionate share
of the assets of the partnership and will be deemed to be entitled to the income
of the partnership attributable to such share. In addition, the character of the
assets and gross income of the partnership will retain the same character in the
hands of the REIT for purposes of Section 856 of the Code, including satisfying
the gross income tests and the asset tests. Thus, the Company's proportionate
share of the assets, liabilities and items of income of the partnerships in
which the Company is a partner will be treated as assets, liabilities and items
of income of the Company for purposes of applying the requirements described
herein.

Income Tests. In order to maintain qualification as a REIT, the Company
annually must satisfy three gross income requirements. First, at least 75% of
the Company's gross income (excluding gross income from prohibited transactions)
for each taxable year must be derived directly or indirectly from investments
relating to real property or mortgages on real property (including "rents from
real property" and, in certain circumstances, interest) or from certain types of
temporary investments. Second, at least 95% of the Company's gross income
(excluding gross income from prohibited transactions) for each taxable year must
be derived from such real property investments, dividends, interest and gain
from the sale or disposition of stock or securities (or from any combination of
the foregoing). Third, short-term gain from the sale or other disposition of
stock or securities, gain from prohibited transactions and gain on the sale or
other disposition of real property held for less than four years (apart from
involuntary conversions and sales of foreclosure property) must represent less
than 30% of the Company's gross income (including gross income from prohibited
transactions) for each taxable year. See "-- Sales or Dispositions of Assets."

Rents received by the Company will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if
several conditions are met. First, the amount of rent must not be based in whole
or in part on the income or profits of any person. However, an amount received
or accrued generally will not be excluded from the term "rents from real
property" solely by reason of being based on a fixed percentage or percentages
of receipts or sales. Second, the Code provides that rents received from a
tenant will not qualify as "rents from real property" in satisfying the gross
income tests if the REIT or an owner of 10% or more of the REIT directly or
constructively owns 10% or more of such tenant (a "Related Party Tenant").
Third, if rent attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent received under the
lease, then the portion of rent attributable to such personal property will not
qualify as "rents from real property." Finally, for rents received to qualify as
"rents from real Property," the REIT generally must not operate or manage the
property or furnish or render services to the tenants of such property, other
than through an independent contractor from whom the REIT derives no revenue;
provided, however, the Company may directly perform certain services that are
"usually or

29
<PAGE> 57

customarily rendered" in connection with the rental of space for occupancy only
or are not otherwise considered "rendered to the occupant" of the property. The
Company does not and will not (i) charge rent for any property that is based in
whole or in part on the income or profits of any person (except by reason of
being based on a fixed percentage of receipts or sales, as described above),
(ii) rent any property to a Related Party Tenant, (iii) derive rental income
attributable to personal property (other than personal property leased in
connection with the lease of real property, the amount of which is less than 15%
of the total rent received under the lease), or (iv) perform services which are
not usually or customarily rendered and which are considered to be rendered to
the occupant of the property, other than through an independent contractor from
whom the Company derives no revenue.

The term "interest" generally does not include any amount received or
accrued (directly or indirectly) if the determination of such amount depends in
whole or in part on the income or profits of any person. However, an amount
received or accrued generally will not be excluded from the term "interest"
solely by reason of being based on a fixed percentage or percentages of receipts
or sales.

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it may nevertheless qualify as a REIT for such year
if it is entitled to relief under certain provisions of the Code. These relief
provisions will generally be available if the Company's failure to meet such
tests was due to reasonable cause and not due to willful neglect, the Company
attaches a schedule of the sources of its income to its federal income tax
return, and any incorrect information on the schedule was not due to fraud with
intent to evade tax. It is not possible, however, to state whether in all
circumstances the Company would be entitled to the benefit of these relief
provisions. As discussed above under "-- General," even if these relief
provisions apply, a tax would be imposed with respect to the excess net income.

Sales or Dispositions of Assets. The Company, as a REIT, is generally
subject to two restrictions that limit its ability to sell real property. First,
as previously discussed, to qualify as a REIT, the Company must satisfy a 30%
gross income limitation. Under this limitation, less than 30% of its gross
income must be derived from the sale or disposition of (i) stock or securities
held for less than one year, (ii) property (excluding certain property obtained
through foreclosure) in which the Company is a "dealer," and (iii) real property
held for less than four years. Gain from the sale or disposition of certain real
property received in foreclosure or from involuntary conversion (e.g., eminent
domain or accidental destruction) of any real property is not counted in the 30%
income limitation calculation. Second, the Company is subject to a tax of 100%
on its gain (i.e., the excess, if any, of the amount realized over the Company's
adjusted basis in the property) from each sale of property (excluding certain
property obtained through foreclosure) in which it is a dealer. In calculating
its gains subject to the 100% tax, the Company is not allowed to offset gains on
sales of property with losses on other sales of property in which it is a
dealer.

Under the Code, the Company would be deemed to be a dealer in any property
that the Company holds primarily for sale to customers in the ordinary course of
its business. Such determination is a factual inquiry, and absolute legal
certainty of the Company's status generally cannot be provided. However, the
Company will not be treated as a dealer in real property for either the 30%
gross income limitation or the 100% tax if (i) it has held the property for at
least four years for the production of rental income, (ii) capitalized
expenditures on the property in the four years preceding sale are less than 30%
of the net selling price of the property, and (iii) the Company either (a) has
seven or fewer sales of property (excluding certain property obtained through
foreclosure) for the year or (b) the aggregate tax basis of property sold is 10%
or less of the aggregate tax basis of all assets of the Company as of the
beginning of the taxable year and substantially all of the marketing and
development expenditures with respect to the property sold are made through an
independent contractor from whom the Company derives no income. The sale of more
than one property to one buyer as part of one transaction constitutes one sale.
However, the failure of the Company to meet these "safe harbor" requirements
does not necessarily mean that it is a dealer in real property.

Based on these rules, if the Company sells a property that it has held more
than four years and the Company satisfies the seven sales/10% tax basis safe
harbor described above, such sale will not cause the Company to violate the 30%
gross income limitation and thereby lose its REIT status, or result in the
imposition of the 100% tax on the gain. Even if the Company's disposition of
property does not qualify for the

30
<PAGE> 58

safe harbor, the Company can maintain its REIT status by limiting sales so that
the potential gain would not exceed the 30% gross income limitation. However,
because any dealer gain that is not covered by the safe harbor is subject to the
100% tax, any sale not covered by the safe harbor creates a risk that the REIT
will be considered to be a dealer in real property. Although any risk from a
single isolated sale may be virtually nonexistent, the more regular, continuous,
and ongoing the Company's sales of assets are, the more likely the Company will
be treated as a dealer with respect to sales or dispositions of real property.
Moreover, except for certain sales of property obtained through foreclosure, all
sales, including sales of property held less than four years, count toward the
seven sales/10% tax basis safe harbor for purposes of determining whether the
Company qualifies for the safe harbor on any sales of property held for four
years or more. Furthermore, once the Company has exceeded the seven sales/10%
tax basis safe harbor, gain from all sales and not just the gain from sales in
excess of such safe harbor are potentially subject to the 100% tax.

The Company may be able to avoid triggering gain for purposes of the 30%
gross income limitation on real property it has held less than four years if it
exchanges such property for other property in a transaction that qualifies as a
like-kind exchange under the Code, because the like-kind exchange provisions
result in the deferral of gain. The like-kind exchange provisions of the Code,
however, are not available to the Company on any property that it holds
primarily for sale rather than investment or the production of income even if
the Company is not a dealer with respect to such property. An exchange of
property for tax purposes that does not qualify for like-kind exchange treatment
or some other nonrecognition provision is treated the same as a sale for cash.
The Company may dispose of certain properties that it has held less than four
years in transactions intended to qualify as like-kind exchanges. The Company
intends to limit the gain realized from such transactions such that if it were
to be required to immediately recognize all such gain it would nevertheless
continue to satisfy the 30% income limitation. However, the failure of the
transaction to qualify as a like-kind exchange could subject the Company to the
100% tax on its gains as described above even though the 30% income limitation
was satisfied.

Asset Tests. The Company, at the close of each quarter of its taxable year,
must also satisfy three tests relating to the nature of its assets. First, at
least 75% of the value of the Company's total assets must be represented by real
estate assets (including (i) assets held by the Company's qualified REIT
subsidiaries and the Company's allocable share of real estate assets held by
partnerships in which the Company owns an interest and (ii) stock or debt
instruments held for not more than one year purchased with the proceeds of a
stock offering or long-term (at least five years) debt offering of the Company),
cash, cash items and government securities. Second, not more than 25% of the
Company's total assets may be represented by securities other than those in the
75% asset class. Third, of the investments included in the 25% asset class, the
value of any one issuer's securities owned by the Company may not exceed 5% of
the value of the Company's total assets and the Company may not own more than
10% of any one issuer's outstanding voting securities.

The Company currently has one direct wholly-owned subsidiary, EM Funding,
and one indirect wholly-owned subsidiary, Excel Credit Corporation. As set forth
above, the ownership of more than 10% of the voting securities of any one issuer
by a REIT is prohibited by the asset tests. However, if the Company's
subsidiaries are "qualified REIT subsidiaries" as defined in the Code, such
subsidiaries will not be treated as separate corporations for federal income tax
purposes. Thus, the Company's ownership of stock of a "qualified REIT
subsidiary" will not cause the Company to fail the asset tests.

The Company presently intends to acquire all the nonvoting preferred stock
to be issued by ERT Development Corporation, a newly formed corporation.
Although ERT Development Corporation will not be a "qualified REIT subsidiary"
with respect to the Company, shares of nonvoting preferred stock in such
corporation will not constitute voting securities for purposes of the asset
tests.

Annual Distribution Requirements. The Company, in order to qualify as a
REIT, is required to distribute dividends (other than capital gain dividends) to
its stockholders in an amount at least equal to (A) the sum of (i) 95% of the
Company's "REIT taxable income" (computed without regard to the dividends paid
deduction and the Company's net capital gain) and (ii) 95% of the net income
(after tax), if any, from foreclosure property, minus (B) the sum of certain
items of non-cash income. In addition, if the

31
<PAGE> 59

Company disposes of any Built-In Gain Asset during its Recognition Period, the
Company will be required, pursuant to IRS regulations which have not yet been
promulgated, to distribute at least 95% of the Built-in Gain (after tax), if
any, recognized on the disposition of such asset. Such distributions must be
paid in the taxable year to which they relate, or in the following taxable year
if declared before the Company timely files its tax return for such year and if
paid on or before the first regular dividend payment after such declaration. To
the extent that the Company does not distribute all of its net capital gain or
distributes at least 95%, but less than 100%, of its "REIT income," as adjusted,
it will be subject to tax thereon at regular ordinary and capital gain corporate
tax rates. Furthermore, if the Company should fail to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary income for such
year, (ii) 95% of its REIT capital gain income for such year, and (iii) any
undistributed taxable income from prior periods, the Company would be subject to
a 4% excise tax on the excess of such required distribution over the amounts
actually distributed. The Company intends to make timely distributions
sufficient to satisfy this annual distribution requirement.

It is possible that the Company, from time to time, may not have sufficient
cash or other liquid assets to meet the 95% distribution requirement due to
timing differences between (i) the actual receipt of income and actual payment
of deductible expenses and (ii) the inclusion of such income and deduction of
such expenses in arriving at taxable income of the Company. In the event that
such timing differences occur, in order to meet the 95% distribution
requirement, the Company may find it necessary to arrange for short-term, or
possibly long-term, borrowings or to pay dividends in the form of taxable stock
dividends.

Under certain circumstances, the Company may be able to rectify a failure
to meet the distribution requirement for a year by paying "deficiency dividends"
to stockholders in a later year, which may be included in the Company's
deduction for dividends paid for the earlier year. Thus, the Company may be able
to avoid being taxed on amounts distributed as deficiency dividends; however,
the Company will be required to pay interest based upon the amount of any
deduction taken for deficiency dividends.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Such a failure could have an adverse effect on the
market value and marketability of the Offered Securities. Distributions to
stockholders in any year in which the Company fails to qualify will not be
deductible by the Company nor will they be required to be made. In such event,
to the extent of current and accumulated earnings and profits, all distributions
to stockholders will be taxable as ordinary income and, subject to certain
limitations of the Code, corporate distributees may be eligible for the
dividends received deduction. Unless entitled to relief under specific statutory
provisions, the Company will also be disqualified from taxation as a REIT for
the four taxable years following the year during which qualification was lost.
It is not possible to state whether in all circumstances the Company would be
entitled to such statutory relief.

To qualify as a REIT, the Company must establish, among other things, that
it is not "closely held" (i.e., during the last half of each taxable year, not
more than 50% in value of the Company's outstanding stock may have been owned,
directly or constructively, by five or fewer individuals (as defined in the Code
to include certain entities)). See "-- Taxation of the Company as a
REIT -- Requirements for Qualification." In order to ascertain the actual
ownership of the Company's outstanding shares, IRS regulations require that the
Company demand from certain stockholders written statements disclosing the
actual owners of the Company's stock. The Company unintentionally failed to make
the required demands for shareholder statements for taxable years 1987 through
and including 1991. As a consequence, the IRS may contend that the Company
failed to qualify as a REIT for some or all of such years. The Company, however,
believes that it has substantially complied with the purposes of the shareholder
demand regulation. At its own initiative, the Company has requested that the IRS
enter into a closing agreement with the Company whereby the IRS would agree not
to treat the Company as failing to qualify as a REIT because of the Company's
failure strictly to comply with the shareholder demand regulation for 1987-91.
The IRS has neither accepted nor rejected the Company's offer to enter into such
closing agreement, although the IRS has requested certain additional information
from the Company. If the IRS declines to enter into the proposed closing
agreement and instead

32
<PAGE> 60

successfully challenges the Company's qualification as a REIT for a failure to
make the shareholder demands in 1987-91, the Company nevertheless believes that
(a) it should still qualify as a REIT for 1992 and subsequent periods and (b)
any liability for income taxes and interest for 1987-91 would not be material
because of net operating loss carryforwards. If the IRS were to be successful in
challenging the Company's REIT status for failure to satisfy the shareholder
demand regulation, the Company's qualification as a REIT for 1992 would depend
on the Company's ability to prove that its failure to make the shareholder
demand was due to reasonable cause and not due to willful neglect. Otherwise,
the Company could not elect REIT status until 1993. The Company estimates that,
if it is unable to elect REIT status until 1993, its aggregate liability for
income taxes and interest for 1987-92 would be approximately $330,000.

OTHER TAX MATTERS

Certain of the Company's investments are through partnerships which may
involve special tax risks. Such risks include possible challenge by the IRS of
(a) allocations of income and expense items, which could affect the computation
of income of the Company and (b) the status of the partnerships as partnerships
(as opposed to associations taxable as corporations) for income tax purposes. If
any of the partnerships is treated as an association, it would be taxable as a
corporation. In such a situation, if the Company's ownership in any of the
partnerships exceeded 10% of the partnership's voting interests or the value of
such interest exceeded 5% of the value of the Company's assets, the Company
would cease to qualify as a REIT. Furthermore, in such a situation,
distributions from any of the partnerships to the Company would be treated as
dividends, which are not taken into account in satisfying the 75% gross income
test described above and which could therefore make it more difficult for the
Company to qualify as a REIT for the taxable year in which such distribution was
received. In addition, in such a situation, the interest in any of the
partnerships held by the Company would not qualify as a "real estate asset,"
which could make it more difficult for the Company to meet the 75% asset test
described above. Finally, in such a situation, the Company would not be able to
deduct its share of losses generated by the partnerships in computing its
taxable income. See "Failure to Qualify" above for a discussion of the effect of
the Company's failure to meet such tests for a taxable year. The Company
believes that each of the partnerships will be treated for tax purposes as a
partnership (and not as an association taxable as a corporation). However, no
assurance can be given that the IRS may not successfully challenge the tax
status of any of the partnerships.

PLAN OF DISTRIBUTION

The Company may sell the Offered Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Securities to investors
directly or through agents. Any such underwriter or agent involved in the offer
and sale of the Offered Securities will be named in the applicable Prospectus
Supplement.

Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, at prices related to the prevailing market prices
at the time of sale or at negotiated prices. The Company also may offer and sell
the Offered Securities in exchange for one or more of its then outstanding
issues of debt or convertible debt securities. The Company also may, from time
to time, authorize underwriters acting as the Company's agents to offer and sell
the Offered Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Offered
Securities, underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions and may also
receive commissions from any entity for whom they may act as agent. Underwriters
may sell Offered Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Securities may be
deemed to be underwriters, and any discounts, concessions and commissions
received by them and any profit realized by them on resale of the

33
<PAGE> 61

Offered Securities may be deemed to be underwriting discounts and commissions,
under the Securities Act. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Offered Securities
sold pursuant to Contracts shall be not less nor more than, the respective
amounts stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Offered Securities covered by
its Contracts shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such institution is subject, and
(ii) if the Offered Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of the Offered
Securities less the principal amount thereof covered by Contracts.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for the Company and its
subsidiaries in the ordinary course of business.

EXPERTS

The consolidated balance sheets as of December 31, 1994 and 1993, and the
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1994
incorporated by reference herein have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Offered Securities will be passed upon for the Company
by Latham & Watkins, San Diego, California and for any underwriters, dealers or
agents by Brown & Wood, New York, New York. Latham & Watkins and Brown & Wood
will rely as to all matters of Maryland law, including the legality of the
securities registered hereby, on the opinion of Ballard Spahr Andrews &
Ingersoll, Baltimore, Maryland. In addition, the description of federal income
tax consequences contained in this Prospectus is based upon the opinion of
Latham & Watkins.

34
<PAGE> 62

[Photographs of certain of the Company's properties]

<PAGE> 63

- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR IN THE
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary.......... S-3
The Company............................ S-5
Recent Developments.................... S-7
Use of Proceeds........................ S-10
Capitalization......................... S-10
Selected Consolidated Financial Data... S-11
Price Range of Common Stock and
Distributions........................ S-12
Business and Properties................ S-13
Management............................. S-21
Certain Federal Income Tax
Considerations to Holders of Common
Stock................................ S-21
Underwriting........................... S-26
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Ratio of Earnings to Fixed Charges..... 4
Use of Proceeds........................ 4
Description of Debt Securities......... 4
Description of Common Stock............ 16
Description of Preferred Stock......... 16
Description of Depositary Shares....... 22
Description of Warrants................ 25
Restrictions on Ownership of
Capital Stock........................ 26
Certain Federal Income Tax
Considerations to the Company of its
REIT Election........................ 27
Plan of Distribution................... 33
Experts................................ 34
Legal Matters.......................... 34
</TABLE>

- ------------------------------------------------------
- ------------------------------------------------------

2,000,000 SHARES

EXCEL REALTY
TRUST, INC.
COMMON STOCK

---------------------------

PROSPECTUS SUPPLEMENT
---------------------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
JUNE , 1995
- ------------------------------------------------------
- ------------------------------------------------------

<PAGE> 64

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses, other than underwriting discounts and commissions,
in connection with the offerings of the Offered Securities are as follows:

<TABLE>
<S> <C>
Securities Act Registration Fee................................... $ 86,208
NASD Fee.......................................................... 25,500
"Blue Sky" Fees and Expenses (including counsel fees)............. 20,000
Printing and Engraving Expenses................................... 70,000
Legal Fees and Expenses (other than Blue Sky fees)................ 100,000
Accounting Fees and Expenses...................................... 50,000
Rating Agency Fees................................................ 50,000
Trustee's Fee..................................................... 5,000
Miscellaneous..................................................... 3,292
--------
$410,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by Maryland law.

The Charter of the Company authorizes it, to the maximum extent permitted
by Maryland law, to obligate itself to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer or (b) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The Bylaws of the Company obligate it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer who is made a party to the proceeding or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. The Charter and Bylaws also permit
the Company to indemnify and advance expenses to any person who served a
predecessor of the Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.

The MGCL requires a corporation (unless its charter provides otherwise,
which the Company's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or

II-1
<PAGE> 65

(c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the MGCL requires the Company, as
a condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the Bylaws
and (b) a written statement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met.

Section 6 of the forms of underwriting agreements filed as exhibits 1.01
and 1.02 to this registration statement provides for indemnification of
directors, officers who sign the registration statement and controlling persons
of the registrant by the underwriters, and for indemnification of each
underwriter and its controlling persons by the Company, against certain
liabilities.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
1.01 Form of Underwriting Agreement for Debt Securities.*
1.02 Form of Underwriting Agreement for Equity Securities.*
3.01 Amended and Restated Articles of Incorporation of the Company.
3.02 Amended and Restated Bylaws of the Company.*
4.01 Form of Indenture, dated as of May 8, 1995.*
4.02 Form of Debt Security.**
4.03 Form of Common Stock Certificate incorporated by reference to Exhibit 5.01
to the Company's Registration Statement on Form 8-A, filed with the
Commission on July 30, 1993.
4.04 Form of Common Stock Warrant Agreement.**
4.05 Form of Articles Supplementary for the Preferred Stock.**
4.06 Form of Preferred Stock Certificate.*
4.07 Form of Preferred Stock Warrant Agreement.**
4.08 Form of Deposit Agreement, including form of Depositary Share.*
4.09 Form of Depositary Share Warrant Agreement.**
4.10 Form of Debt Warrant Agreement.**
5.01 Opinion of Latham & Watkins.
5.02 Opinion of Ballard Spahr Andrews & Ingersoll.
8.01 Opinion of Latham & Watkins re: tax matters.
12.01 Calculation of Ratios of Earnings to Fixed Charges.*
23.01 Consent of Coopers & Lybrand L.L.P.
23.02 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5).
23.03 Consents of Latham & Watkins (included in Exhibits 5 and 8).
25.01 Statement of Eligibility of Trustee on Form T-1.*
</TABLE>

- ---------------

* Previously filed.

** To be filed by amendment or incorporated by reference in connection with the
offering of Offered Securities.

II-2
<PAGE> 66

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Securities
offered herein, and the offering of such Securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at
the termination of the offering.

The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

II-3
<PAGE> 67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on May 25, 1995.

EXCEL REALTY TRUST, INC.

By GARY B. SABIN
--------------------------------------

Gary B. Sabin

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------------- -------------
<S> <C> <C>

GARY B. SABIN Chairman of the Board, Chief May 25, 1995
- --------------------------------------------- Executive Officer, and Director
Gary B. Sabin

* Executive Vice President, May 25, 1995
- --------------------------------------------- Secretary and Director
Richard B. Muir

DAVID A. LUND Chief Financial Officer May 25, 1995
- --------------------------------------------- (Principal Accounting Officer)
David A. Lund

* Director May 25, 1995
- ---------------------------------------------
Boyd A. Lindquist

* Director May 25, 1995
- ---------------------------------------------
D. Charles Marston

* Director May 25, 1995
- ---------------------------------------------
Robert E. Parsons, Jr.

* Director May 25, 1995
- ---------------------------------------------
Bruce A. Staller

* Director May 25, 1995
- ---------------------------------------------
John H. Wilmot

*By: GARY B. SABIN
- ---------------------------------------------
Gary B. Sabin
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 68

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ------------ -----------
<S> <C> <C>
1.01 Form of Underwriting Agreement for Debt Securities*.................
1.02 Form of Underwriting Agreement for Equity Securities*...............
3.01 Amended and Restated Articles of Incorporation of the Company.......
3.02 Amended and Restated Bylaws of the Company*.........................
4.01 Form of Indenture, dated as of May 8, 1995..........................
4.02 Form of Debt Security**.............................................
4.03 Form of Common Stock Certificate, incorporated by reference to
Exhibit 5.01 to the Company's Registration Statement on Form 8-A,
filed with the Commission on July 30, 1993..........................
4.04 Form of Common Stock Warrant Agreement**............................
4.05 Form of Articles Supplementary for the Preferred Stock**............
4.06 Form of Preferred Stock Certificate*................................
4.07 Form of Preferred Stock Warrant Agreement**.........................
4.08 Form of Deposit Agreement, including form of Depositary Share*......
4.09 Form of Depositary Share Warrant Agreement**........................
4.10 Form of Debt Warrant Agreement**....................................
5.01 Opinion of Latham & Watkins.........................................
5.02 Opinion of Ballard Spahr Andrews & Ingersoll........................
8.01 Opinion of Latham & Watkins re: tax matters.........................
12.01 Calculation of Ratios of Earnings to Fixed Charges*.................
23.01 Consent of Coopers & Lybrand L.L.P. ................................
23.02 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5)..........................................................
23.03 Consents of Latham & Watkins (included in Exhibits 5 and 8).........
25.01 Statement of Eligibility of Trustee on Form T-1*....................
</TABLE>

- ---------------

* Previously filed.

** To be filed by amendment or incorporated by reference in connection with the
offering of Offered Securities.

<PAGE> 1

EXHIBIT 3.01

EXCEL REALTY TRUST, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

THIS IS TO CERTIFY THAT:

FIRST: Excel Realty Trust, Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its charter as currently in effect
and as hereinafter amended.

SECOND: The following provisions are all the provisions of the
charter currently in effect and as hereinafter amended.

ARTICLE I
INCORPORATOR

The undersigned, Daniel T. Howard, whose address is 701 "B" Street,
Suite 2100, San Diego, California 92101-8197, being at least 18 years of age,
does hereby form a corporation under the general laws of the State of Maryland.

ARTICLE II
NAME

The name of the corporation (the "Corporation") is:

Excel Realty Trust, Inc.

ARTICLE III
PURPOSE

The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging
in business as a real estate investment trust under the Internal Revenue Code
of 1986, as amended, or any successor statute (the "Code")) for which
corporations may be organized under the general laws of the State of Maryland
as now or hereafter in force. For purposes of these Articles, "REIT" means a
real estate investment trust qualifying under Section 856 through 860 of the
Code.

1
<PAGE> 2

ARTICLE IV
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Prentice-Hall Corporation System, Maryland, 11
East Chase Street, Baltimore City, Maryland 21202. The name of the resident
agent of the Corporation in the State of Maryland is The Prentice-Hall
Corporation System, Maryland, 11 East Chase Street, Baltimore City, Maryland
21202. The resident agent is a corporation located in the State of Maryland.

ARTICLE V
STOCK

SECTION 1. AUTHORIZED SHARES. The total number of shares of stock
that the Corporation has authority to issue is 110,000,000 shares, of which
100,000,000 are shares of Common Stock, $.01 par value per share ("Common
Stock"), and 10,000,000 shares are shares of Preferred Stock ("Preferred
Stock"), $.01 par value per share. The aggregate par value of all authorized
shares of stock having par value is $1,100,000.00.

SECTION 2. VOTING RIGHTS. Each share of Common Stock shall entitle
the holder thereof to one vote.

SECTION 3. ISSUANCE OF PREFERRED STOCK. The Preferred Stock may be
issued, from time to time, in one or more series as authorized by the Board of
Directors. Prior to issuance of shares of each series, the Board of Directors
by resolution shall designate that series to distinguish it from all other
series and classes of stock of the Corporation, shall specify the number of
shares to be included in the series and shall set the terms, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms or conditions of
redemption. Subject to the express terms of any other series of Preferred
Stock outstanding at the time and notwithstanding any other provision of the
charter, the Board of Directors may increase or decrease the number of shares
of, or alter the designation or classify or reclassify, any unissued shares of
any series of Preferred Stock by setting or changing, in any one or more
respects, from time to time before issuing the shares, and the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications or terms or
conditions of redemption of the shares of any series of Preferred Stock.

SECTION 4. CHARTER AND BYLAWS. All persons who shall acquire stock
in the Corporation shall acquire the same subject to the provisions of the
charter and the Bylaws of the Corporation.

ARTICLE VI
PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

SECTION 1. NUMBER AND CLASSIFICATION. The number of directors of the
Corporation initially shall be seven, which number may be increased or
decreased pursuant to the Bylaws of the Corporation. The names of the
directors currently serving in office are:

2
<PAGE> 3

Gary B. Sabin
Richard B. Muir
Boyd A. Lindquist
D. Charles Marston
Robert E. Parsons, Jr.
Bruce A. Staller
John H. Wilmot

The directors have heretofore been divided into three classes, holding
staggered terms of office. The directors of the class of directors whose term
expires at each annual meeting of the stockholders will be elected to hold
office for a term expiring at the third succeeding annual meeting. Each
director will hold office for the term for which he or she is elected and until
his or her successor is duly elected and qualifies.

SECTION 2. REMOVAL. A director may be removed with or without cause
and by the affirmative vote of two-thirds of all the votes entitled to be cast
for the election of directors. A special meeting of the stockholders may be
called, in accordance with the Bylaws of the Corporation, for the purpose of
removing a director.

SECTION 3. AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board of
Directors of the Corporation may authorize the issuance from time to time of
shares of its stock of any class, whether now or hereafter authorized, or
securities convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable, subject to such restrictions or limitations, if any, as may be set
forth in the charter or the Bylaws of the Corporation or in the general laws of
the State of Maryland.

SECTION 4. NO PREEMPTIVE RIGHTS. Except as may be provided by the
Board of Directors in authorizing the issuance of shares of Preferred Stock
pursuant to Section 3 of Article V, no holder of shares of stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any additional shares of the stock of the Corporation or any
other security of the Corporation that it may issue or sell.

SECTION 5. INDEMNIFICATION. The Corporation may, to the maximum
extent permitted by Maryland law in effect from time to time, indemnify, and to
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to, (i) any individual who is a present or former director or
officer of the Corporation or (ii) any individual who, while a director of the
Corporation and at the request of the Corporation, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The Corporation shall have the power, with the approval of its
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the
capacities described in (i) or (ii) above and to any employee or agent of the
Corporation or a predecessor of the Corporation.

SECTION 6. ADVISOR AGREEMENTS. Subject to such approval of
stockholders and other conditions, if any, as may be required by any applicable
statute, rule or regulation, the Board of Directors may authorize the execution
and performance by the Corporation of one or more agreements with any person,
corporation, association, company, trust, partnership (limited or general) or
other organization whereby, subject to the supervision and control of the Board
of Directors, any such other person, corporation,

3
<PAGE> 4

association, company, trust, partnership (limited or general) or other
organization shall render or make available to the Corporation managerial,
investment, advisory and/or related services, office space and other services
and facilities (including, if deemed advisable by the Board of Directors, the
management or supervision of the investments of the Corporation) upon such
terms and conditions as may be provided in such agreement or agreements
(including, if deemed fair and equitable by the Board of Directors, the
compensation payable thereunder by the Corporation).

SECTION 7. RELATED PARTY TRANSACTIONS. Without limiting any other
procedures available by law or otherwise to the Corporation, the Board of
Directors may authorize any agreement of the character described in Section 6
of this Article VI or other transaction with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization, although one or more of the directors or officers of the
Corporation may be a party to any such agreement or an officer, director,
stockholder or member of such other party, and no such agreement or transaction
shall be invalidated or rendered void or voidable solely by reason of the
existence of any such relationship if the existence is disclosed or known to
the Board of Directors, and the contract or transaction is approved by the
affirmative vote of a majority of the disinterested directors, even if they
constitute less than a quorum of the Board. Any director of the Corporation
who is also a director, officer, stockholder or member of such other entity may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors considering such matter.

SECTION 8. DETERMINATIONS BY BOARD. The determination as to any of
the following matters, made in good faith by or pursuant to the direction of
the Board of Directors consistent with the charter of the Corporation and in
the absence of actual receipt of an improper benefit in money, property or
services or active and deliberate dishonesty established by a court, shall be
final and conclusive and shall be binding upon the Corporation and every holder
of shares of its stock: the amount of the net income of the Corporation for
any period and the amount of assets at any time legally available for the
payment of dividends, redemption of its stock or the payment of other
distributions on its stock; the amount of paid-in surplus, net assets, other
surplus, annual or other net profit, net assets in excess of capital, undivided
profits or excess of profits over losses on sales of assets; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged); the fair value, or any sale, bid
or asked price to be applied in determining the fair value, of any asset owned
or held by the Corporation; and any matters relating to the acquisition,
holding and disposition of any assets by the Corporation.

SECTION 9. RESERVED POWERS OF BOARD. The enumeration and definition
of particular powers of the Board of Directors included in this Article VI
shall in no way be limited or restricted by reference to or inference from the
terms of any other clause of this or any other provision of the charter of the
Corporation, or construed or deemed by inference or otherwise in any manner to
exclude or limit the powers conferred upon the Board of Directors under the
general laws of the State of Maryland as now or hereafter in force.

SECTION 10. REIT QUALIFICATION. The Board of Directors shall use its
reasonable best efforts to cause the Corporation and its stockholders to
qualify for U.S. Federal income tax treatment in accordance with the provisions
of the Code applicable to a REIT. In furtherance of the foregoing, the Board
of Directors shall use its reasonable best efforts to take such actions as are
necessary, and may take such actions as in its sole judgment and discretion are
desirable, to preserve the status of the Corporation as a REIT; provided,
however, that if the Board of Directors determines that it is no longer in the
best

4
<PAGE> 5

interests of the Corporation to continue to have the Corporation qualify as a
REIT, the Board of Directors may revoke or otherwise terminate the
Corporation's REIT election pursuant to Section 856(g) of the Code.

SECTION 11. STOCKHOLDER APPROVAL. Notwithstanding any provision of
law to the contrary, the affirmative vote of a majority of all votes entitled
to be cast on any matter or act requiring approval of the stockholders of the
Corporation, including, but not limited to, any amendment of the charter of the
Corporation, and any consolidation, merger, share exchange, transfer of assets
or dissolution, shall be sufficient, valid and effective, after due
authorization, approval or advice by the Board of Directors, to approve and
authorize such matter or act except as otherwise provided herein.

ARTICLE VII
RESTRICTION ON TRANSFER,
ACQUISITION AND REDEMPTION OF SHARES

SECTION 1. DEFINITIONS. For the purposes this Article VII, the
following terms shall have the following meanings:

"Beneficial Ownership" shall mean ownership of Equity Stock by
a Person who would be treated as an owner of such Equity Stock under Section
542(a)(2) of the Code either directly or constructively through the application
of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code.
The terms "Beneficially Own," "Beneficially Owned" and "Beneficial Owner" shall
have the correlative meanings.

"Charitable Beneficiary" shall mean one or more beneficiaries
of the Trust as determined pursuant to Section 3(g) of this Article VII, each
of which shall be an organization described in Sections 170(c)(2) and 501(c)(3)
of the Code.

"Constructive Ownership" shall mean ownership of Equity Stock
by a Person who would be treated as an owner of such shares of Equity Stock
either directly or constructively through the application of Section 318 of the
Code, as modified by Section 856(d)(5) of the Code. The terms "Constructively
Own," "Constructively Owned" and "Constructive Owner" shall have the
correlative meanings.

"Equity Stock" shall mean stock that is either Common Stock or
Preferred Stock.

"Excess Transfer" has the meaning specified in Section 3(a) of
this Article VII.

"Market Price" shall mean the last reported sales price
reported on the New York Stock Exchange of Common Stock or Preferred Stock, as
the case may be, on the trading day immediately preceding the relevant date, or
if not then traded on the New York Stock Exchange, the last reported sales
price of the Common Stock or Preferred Stock, as the case may be, on the
trading day immediately preceding the relevant date as reported on any exchange
or quotation system over which the Common Stock or Preferred Stock, as the case
may be, may be traded, or if not then traded over any exchange or quotation
system, then the market price of the Common Stock or Preferred Stock, as the
case may be, on the relevant date as determined in good faith by the Board of
Directors of the Corporation.

5
<PAGE> 6

"NYSE" shall mean the New York Stock Exchange, Inc.

"Ownership Limit" shall mean 9.8% in value of the outstanding
Equity Stock of the Corporation. The number and value of shares of the
outstanding Equity Stock of the Corporation shall be determined by the Board of
Directors in good faith, which determination shall be conclusive for all
purposes hereof.

"Person" shall mean an individual, corporation, partnership,
estate, trust (including a trust qualified under Section 401(a) or 501(c)(17)
of the Code), a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity; but does not include an underwriter
that participated in a public offering of the Common Stock and/or Preferred
Stock for a period of 25 days following the purchase by such underwriter of the
Common Stock and/or Preferred Stock.

"Purported Beneficial Transferee" shall mean, with respect to
any purported Transfer that results in a transfer to the Trust as described in
Section 3 of this Article VII, the purported beneficial transferee for whom the
Purported Record Transferee would have acquired shares of Common Stock and/or
Preferred Stock, if such Transfer had been valid under Section 2 of this
Article VII.

"Purported Record Transferee" shall mean, with respect to any
purported Transfer that results in a transfer to the Trust as described in
Section 3 of this Article VII, the record holder of the Common Stock and/or
Preferred Stock if such Transfer had been valid under Section 2 of this Article
VII.

"Restriction Termination Date" shall mean the first day on
which the Board of Directors of the Corporation determines that it is no longer
in the best interests of the Corporation to attempt to, or continue to, qualify
as a REIT.

"Transfer" shall mean any sale, transfer, gift, assignment,
devise or other disposition of Equity Stock (including (i) the granting of any
option or entering into any agreement for the sale, transfer or other
disposition of Equity Stock or (ii) the sale, transfer, assignment or other
disposition of any securities or rights convertible into or exchangeable for
Equity Stock), whether voluntary or involuntary, whether of record or
Beneficially or Constructively (including but not limited to transfers of
interests in other entities that result in changes in Beneficial Ownership or
Constructive Ownership of Equity Stock), and whether by operation of law or
otherwise. The terms "Transfers" and "Transferred" shall have the correlative
meanings.

"Trust" shall mean the trust created pursuant to Section 3 of
this Article VII.

"Trustee" shall mean a Person unaffiliated with either the
Corporation, the Purported Beneficial Transferee or the Purported Record
Transferee that is appointed by the Corporation to serve as trustee of the
Trust, and any successor trustee appointed by the Corporation.

6
<PAGE> 7

SECTION 2. OWNERSHIP LIMITATION.

(a) Except as provided in Section 10 of this Article VII,
prior to the Restriction Termination Date, no Person shall Beneficially Own or
Constructively Own shares of Common Stock and/or Preferred Stock in excess of
the Ownership Limit.

(b) Except as provided in Section 10 of this Article VII,
prior to the Restriction Termination Date, any Transfer that, if effective,
would result in any Person Beneficially Owning or Constructively Owning Common
Stock and/or Preferred Stock in excess of the Ownership Limit shall be void ab
initio as to the Transfer of such shares of Common Stock and/or Preferred Stock
that would be otherwise Beneficially Owned or Constructively Owned (as the case
may be) by such Person in excess of the Ownership Limit; and the intended
transferee shall acquire no rights in such shares of Common Stock and/or
Preferred Stock.

(c) Except as provided in Section 10 of this Article VII,
prior to the Restriction Termination Date, any Transfer that, if effective,
would result in the Common Stock and/or Preferred Stock being Beneficially
Owned by less than 100 Persons (determined without reference to any rules of
attribution) shall be void ab initio as to the Transfer of such shares of
Common Stock and/or Preferred Stock that would be otherwise Beneficially Owned
by the transferee; and the intended transferee shall acquire no rights in such
shares of Common Stock and/or Preferred Stock.

(d) Prior to the Restriction Termination Date, any Transfer
that, if effective, would result in the Corporation being "closely held" within
the meaning of Section 856(h) of the Code, or would otherwise result in the
Corporation failing to qualify as a REIT (including, but not limited to, a
Transfer or other event that would result in the Corporation owning (directly
or Constructively) an interest in a tenant that is described in Section
856(d)(2)(B) of the Code if the income derived by the Corporation from such
tenant would cause the Corporation to fail to satisfy any of the gross income
requirements of Section 856(c) of the Code), shall be void ab initio as to the
Transfer of the shares of Common Stock and/or Preferred Stock that would cause
the Corporation (i) to be "closely held" within the meaning of Section 856(h)
of the Code or (ii) otherwise to fail to qualify as a REIT, as the case may be;
and the intended transferee shall acquire no rights in such shares of Common
Stock and/or Preferred Stock.

(e) A Transfer of a share of Common Stock that is null and
void under Section 2(b), Section 2(c) or Section 2(d) of this Article VII
because it could, if effective, result in (i) the ownership of Common Stock
and/or Preferred Stock in excess of the Ownership Limit, (ii) the Common Stock
and/or the Preferred Stock being Beneficially Owned by less than 100 Persons
(determined without reference to any rules of attribution), (iii) the
Corporation being "closely held" within the meaning of Section 856(h) of the
Code or (iv) the Corporation otherwise failing to qualify as a REIT, shall not
adversely affect the validity of the Transfer of any other share of Common
Stock and/or Preferred Stock in the same or any other related transaction.

SECTION 3. TRANSFERS TO TRUST.

(a) If, notwithstanding the other provisions contained in
this Article VII, at any time prior to the Restriction Termination Date there
is a purported Transfer (whether or not such Transfer is the result of
transactions entered into through the facilities of the NYSE or other
securities exchange or an automated inter-dealer quotation system) or other
change in the capital structure of the Corporation or other event (an "Excess
Transfer") (i) such that any Person would Beneficially Own or Constructively

7
<PAGE> 8

Own Common Stock and/or Preferred Stock in excess of the Ownership Limit or
(ii) that, if effective, would cause the Corporation (1) to become "closely
held" within the meaning of Section 856(h) of the Code or (2) otherwise to fail
to qualify as a REIT (including, but not limited to, a Transfer or other event
that would result in the Corporation owning (directly or Constructively) an
interest in a tenant that is described in Section 856(d)(2)(B) of the Code if
the income derived by the Corporation from such tenant would cause the
Corporation to fail to satisfy any of the gross income requirements of Section
856(c) of the Code), then, except as otherwise provided in Section 10 of this
Article VII, (x) in the case of an event described in clause (i) of this
Section 3(a), such shares of Common Stock and/or Preferred Stock in excess of
the Ownership Limit or (y) in the case of an event described in clause (ii)(1)
or clause (ii)(2) of this Section 3(a), the shares of Common Stock and/or
Preferred Stock being Transferred that would cause the Corporation to be
"closely held" within the meaning of Section 856(h) of the Code or otherwise to
fail to qualify as a REIT, as the case may be, (rounded up to the nearest whole
share) shall be automatically transferred to the Trustee in his or its capacity
as trustee of the Trust for the exclusive benefit of one or more Charitable
Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as
of the close of business on the business day prior to the date of the Excess
Transfer giving rise to (I) the potential violation of the Ownership Limit or
(II) the event described in clause (ii)(1) or clause (ii)(2) of this Section
3(a).

(b) The Trustee shall be appointed by the Corporation and
shall be a Person unaffiliated with either the Corporation, any Purported
Beneficial Transferee or any Purported Record Transferee. The Trustee may be
an individual or a bank or trust company duly licensed to conduct a trust
business.

(c) Shares of Common Stock and/or Preferred Stock held by the
Trustee shall be issued and outstanding shares of capital stock of the
Corporation. Except to the extent provided in Section 3(e) of this Article
VII, neither the Purported Beneficial Transferee nor the Purported Record
Transferee shall have any rights in the Common Stock held by the Trustee, and
neither the Purported Beneficial Transferee nor the Purported Record Transferee
shall benefit economically from ownership of any shares held in trust by the
Trustee, have any rights to dividends or possess any rights to vote or other
rights attributable to the shares held in the Trust.

(d) The Trustee shall have all voting rights and rights to
dividends with respect to shares of Common Stock and/or Preferred Stock held in
the Trust, which rights shall be exercised for the benefit of the Charitable
Beneficiary. Any dividend or distribution paid prior to the discovery by the
Corporation that the shares of Common Stock and/or Preferred Stock have been
transferred to the Trustee shall be repaid to the Corporation upon demand, and
any dividend or distribution declared but unpaid shall be rescinded as void ab
initio with respect to such shares of Common Stock and/or Preferred Stock. Any
dividends or distributions so disgorged or rescinded shall be paid over to the
Trustee and held in trust for the Charitable Beneficiary. Any vote cast by a
Purported Record Transferee prior to the discovery by the Corporation that the
shares of Common Stock and/or Preferred Stock have been transferred to the
Trustee will be rescinded as void ab initio and shall be recast in accordance
with the desires of the Trustee acting for the benefit of the Charitable
Beneficiary. The owner of the shares at the time of the Excess Transfer giving
rise to (i) a potential violation of the Ownership Limit or (ii) the event
described in clause (ii)(1) or clause (ii)(2) of Section 3(a) of this Article
VII shall be deemed to have given an irrevocable proxy to the Trustee to vote
the shares of Common Stock and/or Preferred Stock for the benefit of the
Charitable Beneficiary.

(e) The Trustee of the Trust may transfer the shares held in
the Trust to a person, designated by the Trustee, whose ownership of the shares
will not violate the Ownership Limit or the

8
<PAGE> 9

other limitations of Section 2 of this Article VII. If such a transfer is
made, the interest of the Charitable Beneficiary shall terminate and proceeds
of the sale shall be payable to the Purported Beneficial Transferee and to the
Charitable Beneficiary as provided in this Section 3(e). The Purported Record
Transferee shall have no right or interest in any such proceeds. The Purported
Beneficial Transferee shall receive the lesser of (1) the price paid by the
Purported Beneficial Transferee for the shares or, if the Purported Beneficial
Transferee did not give value for the shares (through a gift, devise or other
transaction), the Market Price of the shares on the day of the event causing
the shares to be held in the Trust and (2) the price per share received by the
Trustee from the sale or other disposition of the shares held in the Trust.
Any proceeds in excess of the amount payable to the Purported Beneficial
Transferee shall be payable to the Charitable Beneficiary. If any of the
transfer restrictions set forth in this Section 3(e) or any application thereof
is determined in a final judgment to be void, invalid or unenforceable by any
court having jurisdiction over the issue, the Purported Beneficial Transferee
and the Purported Record Transferee may be deemed, at the option of the
Corporation, to have acted as the agent of the Corporation in acquiring the
Common Stock and/or Preferred Stock as to which such restrictions would, by
their terms, apply, and to hold such Common Stock and/or Preferred Stock on
behalf of the Corporation.

(f) Shares of Common Stock and/or Preferred Stock transferred
to the Trustee shall be deemed to have been offered for sale to the
Corporation, or its designee, at a price per share equal to the lesser of (i)
the price per share in the transaction that resulted in such transfer to the
Trust (or, in the case of a devise or gift, the Market Price at the time of
such devise or gift) and (ii) the Market Price on the date the Corporation, or
its designee, accepts such offer. The Corporation shall have the right to
accept such offer for a period of 90 days after the later of (i) the date of
the Excess Transfer resulting in a transfer to the Trust and (ii) the date that
the Board of Directors determines in good faith that an Excess Transfer
occurred.

(g) By written notice to the Trustee, the Corporation shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Trust relating to such Purported Beneficial Transferee
and Purported Record Transferee if (i) the shares of Common Stock and/or
Preferred Stock held in the Trust would not violate the Ownership Limit in the
hands of such Charitable Beneficiary and (ii) each Charitable Beneficiary is an
organization described in Sections 170(c)(2) and 501(c)(3) of the Code.

SECTION 4. PREVENTION OF TRANSFER. If the Board of Directors or its
designee shall at any time determine in good faith that a Transfer has taken
place in violation of Section 2 of this Article VII or that a Person intends to
acquire or has attempted to acquire beneficial ownership (determined without
reference to any rules of attribution), Beneficial Ownership or Constructive
Ownership of any shares of stock of the Corporation in violation of Section 2
of this Article VII, the Board of Directors or its designee shall take such
action as it deems advisable to refuse to give effect to or to prevent such
Transfer, including, but not limited to, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers or attempted Transfers in
violation of Section 2(b), Section 2(c) or Section 2(d) of this Article VII
shall (i) be void ab initio and (ii) automatically result in the transfer to
the Trust described in Section 3, irrespective of any action (or non-action) by
the Board of Directors; provided, further, that the provisions of this Section
4 shall be subject to the provisions of Section 5 of this Article VII.

9
<PAGE> 10

SECTION 5. SETTLEMENT. Nothing in Section 3 of this Article VII
shall be interpreted to preclude the settlement of any transaction entered into
through the facilities of the NYSE or other securities exchange or an automated
inter-dealer quotation system.

SECTION 6. NOTICE TO CORPORATION. Any Person who acquires or
attempts to acquire shares in violation of Section 2 of this Article VII, or
any Person who is a transferee such that a transfer to the Trust results under
Section 3 of this Article VII, shall immediately give written notice or, in the
event of a proposed or attempted Transfer, give at least 15 days' prior written
notice to the Corporation of such event and shall provide to the Corporation
such other information as the Corporation may request in order to determine the
effect, if any, of such Transfer or attempted Transfer on the Corporation's
status as a REIT.

SECTION 7. INFORMATION FOR CORPORATION. Prior to the Restriction
Termination Date:

(a) every Beneficial Owner or Constructive Owner of more than
5.0% (or such other percentage, between 0.5% and 5.0%, as provided in the
income tax regulations promulgated under the Code) of the number or value of
outstanding shares of Equity Stock of the Corporation shall, within 30 days
after January 1 of each year, give written notice to the Corporation stating
the name and address of such Beneficial Owner or Constructive Owner, the number
of shares Beneficially or Constructively Owned, and a description of how such
shares are held. Each such Beneficial Owner or Constructive Owner shall
provide to the Corporation such additional information as the Corporation may
reasonably request in order to determine the effect, if any, of such Beneficial
or Constructive Ownership on the Corporation's status as a REIT; and

(b) each Person who is a Beneficial Owner or Constructive
Owner of Common Stock and/or Preferred Stock and each Person (including the
stockholder of record) who is holding Common Stock and/or Preferred Stock for a
Beneficial Owner or Constructive Owner shall provide to the Corporation such
information that the Corporation may reasonably request in order to determine
the Corporation's status as a REIT, to comply with the requirements of any
taxing authority or governmental agency or to determine any such compliance.

SECTION 8. OTHER ACTION BY BOARD. Nothing contained in this Article
VII shall limit the authority of the Board of Directors to take such other
action as it deems necessary or advisable to protect the Corporation and the
interests of its stockholders by preservation of the Corporation's status as a
REIT.

SECTION 9. AMBIGUITIES. In the case of an ambiguity in the
application of any of the provisions of this Article VII, including any
definition contained in Section 1, the Board of Directors shall have the power
to determine the application of the provisions of this Article VII with respect
to any situation based on the facts known to it.

SECTION 10. EXEMPTIONS BY BOARD.

(a) The Board of Directors, upon receipt of a ruling from the
Internal Revenue Service or an opinion of counsel or other evidence
satisfactory to the Board of Directors and upon at least 15 days' written
notice from a Transferee prior to the proposed Transfer that, if consummated,
would result in the intended Transferee Beneficially Owning shares in excess of
Ownership Limit, and upon such other conditions as the Board of Directors may
direct, may exempt a Person from the Ownership Limit.

10
<PAGE> 11

(b) The Board of Directors, upon receipt of a ruling from the
Internal Revenue Service or an opinion of counsel or other evidence
satisfactory to the Board of Directors, may exempt a Person from the limitation
on a Person Constructively Owning shares of Equity Stock in excess of the
Ownership Limit, if such Person does not and represents that it will not own,
directly or Constructively, more than a 9.9% interest (as set forth in Section
856(d)(2)(B)) in a tenant of the Corporation and the Corporation obtains such
representations and undertakings from such Person as are reasonably necessary
to ascertain this fact and agrees that any violation or attempted violation
will result in such shares of Common Stock and/or Preferred Stock in excess of
the Ownership Limit being transferred to the Trust in accordance with Section 3
of this Article VII.

SECTION 11. LEGEND. The Board may elect that each certificate for
shares of Common Stock and for shares of Preferred Stock shall bear
substantially the following legend:

The securities represented by this certificate are subject to
restrictions on transfer for the purpose of the Corporation's
maintenance of its status as a "real estate investment trust" under
the Internal Revenue Code of 1986, as amended. Except as otherwise
provided pursuant to the charter of the Corporation, no Person may
Beneficially Own or Constructively Own shares of Common Stock and/or
Preferred Stock in excess of 9.8% (or such greater percentage as may
be determined by the Board of Directors of the Corporation) of the
value of the outstanding Equity Stock of the Corporation. Any Person
who attempts or proposes to Beneficially Own or Constructively Own
shares of Common Stock and/or Preferred Stock in excess of the above
limitation must notify the Corporation in writing at least 15 days
prior to such proposed or attempted Transfer. All capitalized terms
in this legend have the meanings defined in the charter of the
Corporation, a copy of which, including the restrictions on transfer,
will be sent without charge to each stockholder who so requests. If
the restrictions on transfer are violated, the securities represented
hereby may be automatically transferred to a trust for the benefit of
one or more charitable organizations to be designated by the
Corporation.

SECTION 12. SEVERABILITY. If any provision of this Article VII or
any application of any such provision is determined to be void, invalid or
unenforceable by any court having jurisdiction over the issue, the validity and
enforceability of the remaining provisions shall not be affected and other
applications of such provision shall be affected only to the extent necessary
to comply with the determination of such court.

SECTION 13. DISCRETION OF BOARD OF DIRECTORS. Anything to the
contrary in this Article VII notwithstanding, the Board of Directors shall be
entitled to take or omit to take such actions as it in its discretion shall
determine to be advisable in order that the Corporation maintain its status as
and continue to qualify as a REIT, including, but not limited to, reducing the
Ownership Limit in the event of a change in law.

ARTICLE VIII
AMENDMENTS

The Corporation reserves the right from time to time to make any
amendment to its charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in this
charter, of any shares of outstanding stock. Any amendment to the charter of

11
<PAGE> 12

the Corporation shall be valid only if such amendment shall have been approved
by the affirmative vote of a majority of all the votes of stockholders entitled
to be cast on the matter. All rights and powers conferred by the charter of
the Corporation on stockholders, directors and officers are granted subject to
this reservation.

ARTICLE IX
LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers, no director or
officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this
Article IX, nor the adoption or amendment of any other provision of the charter
or Bylaws of the Corporation inconsistent with this Article IX, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act that occurred prior to such amendment,
repeal or adoption.

THIRD: The amendment to and restatement of the charter of the
Corporation as hereinabove set forth has been duly advised by the Board of
Directors and approved by the stockholders of the Corporation as required by
law.

FOURTH: The current address of the principal office of the
Corporation is as set forth in Article IV of the foregoing amendment and
restatement of the charter.

FIFTH: The name and address of the Corporation's current resident
agent is as set forth in Article IV of the foregoing amendment and restatement
of the charter.

SIXTH: The number of directors of the Corporation and the names of
those currently in office are as set forth in Article VI of the foregoing
amendment and restatement of the charter.

SEVENTH: Immediately prior to the foregoing amendment, the Corporation
had the authority to issue one hundred ten million (110,000,000) shares of the
Corporation's stock, with the number of Preferred shares being ten million
(10,000,000) of the par value of One Cent ($0.01) each, and the number Common
shares being one hundred million (100,000,000) of the par value of One Cent
($0.01) each, with an aggregate par value of all the shares of the
Corporation's stock amounting to One Million One Hundred Thousand Dollars
($1,100,000).

EIGHTH: Immediately following the foregoing amendment, the
Corporation will have the authority to issue one hundred ten million
(110,000,000) shares of the Corporation's stock, with the number of Preferred
shares being ten million (10,000,000) of the par value of One Cent ($0.01) each
and the number of Common shares being one hundred million (100,000,000) of the
par value of One Cent ($0.01) each, with an aggregate par value of all the
shares of the Corporation's stock amount to One Million One Hundred Thousand
Dollars ($1,100,000).

NINTH: The undersigned President acknowledges these Articles of
Amendment and Restatement to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the undersigned
President acknowledges that to the best of his knowledge, information and
belief, these

12
<PAGE> 13

matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf by its President and attested to by its
Secretary on this 28th day of April, 1995.

ATTEST: EXCEL REALTY TRUST, INC.

____________________________ By:_________________________
Richard B. Muir, Secretary Gary B. Sabin, President

<PAGE> 1

EXHIBIT 4.01

- --------------------------------------------------------------------------------

EXCEL REALTY TRUST, INC.

THE FIRST NATIONAL BANK OF BOSTON

Trustee

_____________________________

Indenture

Dated as of May 8, 1995
________________________

Senior Debt Securities

- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . 1
SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Income Available for Debt Service . . . . . . . . . . . . . . . . . 3
Consolidated Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Conversion Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
European Communities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
European Monetary System . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Funds from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

i
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
<S> <C>
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indexed Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Maximum Annual Service Charge . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Repayment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Repayment Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Significant Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Undepreciated Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . 10
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
United States person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . 11
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 105. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . 13
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 107. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . 15
SECTION 108. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 109. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 110. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 111. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 112. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

ii
<PAGE> 4
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE TWO SECURITIES FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 201. Forms of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . 16
SECTION 203. Securities Issuable in Global Form . . . . . . . . . . . . . . . . . . . 16
ARTICLE THREE THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . 17
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . 21
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . 26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . 29
SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . 30
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE FOUR SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . 34
SECTION 402. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE FIVE REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . 37
SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . 39
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . 40
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium, if any, Interest and Additional Amounts . . . . . . . . . . . . 41
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . 41
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . 42
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 512. Control by Holders of Securities . . . . . . . . . . . . . . . . . . . . 42
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 514. Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . . . . 43
SECTION 515. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 43
ARTICLE SIX THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 601. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 602. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 603. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . 45
SECTION 604. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 605. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 606. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . 45
SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 608. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . 46
SECTION 609. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . 48
</TABLE>

iii
<PAGE> 5
<TABLE>
<CAPTION>
PAGE
<S> <C>
SECTION 610. Merger, Conversion, Consolidation or Succession to Business . . . . . . . 49
SECTION 611. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . 49
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . . . . . 52
SECTION 701. Disclosure of Names and Addresses of Holders . . . . . . . . . . . . . . 52
SECTION 702. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 703. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 704. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . 53
ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . . . . . . . . . . . . . . 53
SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions . . . . . . . . . . 53
SECTION 802. Rights and Duties of Successor Corporation . . . . . . . . . . . . . . . 53
SECTION 803. Officers' Certificate and Opinion of Counsel . . . . . . . . . . . . . . 54
ARTICLE NINE SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . 54
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . 56
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . 57
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 57
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . 57
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . 57
ARTICLE TEN COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 1001. Payment of Principal, Premium, if any, Interest and
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . 58
SECTION 1003. Money for Securities Payments to Be Held in Trust . . . . . . . . . . . 59
SECTION 1004. Limitations on Incurrence of Debt . . . . . . . . . . . . . . . . . . . 61
SECTION 1005. Restrictions on Dividends and Other Distributions . . . . . . . . . . . 62
SECTION 1006. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 1007. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 1008. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1009. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . 63
SECTION 1010. Provision of Financial Information . . . . . . . . . . . . . . . . . . . 63
SECTION 1011. Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1012. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1013. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . 65
ARTICLE ELEVEN REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . 65
SECTION 1103. Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . 65
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . 67
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . 68
ARTICLE TWELVE SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . 69
</TABLE>

iv
<PAGE> 6
<TABLE>
<CAPTION>
PAGE
<S> <C>
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . 69
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1301. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1302. Repayment of Securities . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1303. Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1304. When Securities Presented for Repayment Become Due
and Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1305. Securities Repaid in Part . . . . . . . . . . . . . . . . . . . . . . . 72
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . 72
SECTION 1402. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1403. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1404. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . 73
SECTION 1405. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions . . . . . . . . . . . . . . . 75
ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 1501. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . 76
SECTION 1502. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . 76
SECTION 1503. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . 77
SECTION 1504. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 1506. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . 79
EXHIBIT A - FORMS OF CERTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

</TABLE>

v
<PAGE> 7

INDENTURE, dated as of May 8, 1995, between EXCEL REALTY
TRUST, INC., a Maryland corporation (hereinafter called the "Company"), having
its principal office at 16955 Via Del Campo, Suite 110, San Diego, California
92127 and THE FIRST NATIONAL BANK OF BOSTON, a national banking association
organized under the laws of the United States, as Trustee hereunder
(hereinafter called the "Trustee"), having its Corporate Trust Office at 150
Royall Street, Canton, Massachusetts 02021.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for
its lawful purposes senior debt securities (hereinafter called the
"Securities") evidencing its unsecured and unsubordinated indebtedness, and has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to principal amount,
to bear interest at the rates or formulas, to mature at such times and to have
such other provisions as shall be fixed as hereinafter provided.

This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are deemed to be incorporated into this
Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;

(2) all other terms used herein which are defined in the
TIA, either directly or by reference therein, have the meanings
assigned to them therein, and the terms "cash transaction" and
"self-liquidating paper", as used in TIA Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under
the TIA;
<PAGE> 8
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP; and

(4) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"Additional Amounts" means any additional amounts which are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of
certain taxes imposed on certain Holders and which are owing to such Holders.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 611.

"Authorized Newspaper" means a newspaper, printed in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place. Whenever successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or
in different Authorized Newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Bankruptcy Law" has the meaning specified in Section 501.

"Bearer Security" means any Security established pursuant to
Section 201 which is payable to bearer.

"Board of Directors" means the board of directors of the
Company, the executive committee or any committee of that board duly authorized
to act hereunder.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors

2
<PAGE> 9
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

"Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in that Place
of Payment or particular location are authorized or required by law, regulation
or executive order to close.

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres,
S.A., or its successor.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

"Common Stock" means, with respect to any Person, capital
stock issued by such Person other than Preferred Stock.

"Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by its Chairman of
the Board, the President or a Vice President, and by its Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

"Consolidated Income Available for Debt Service" for any
period means Consolidated Net Income of the Company and its Subsidiaries plus
amounts which have been deducted for (a) interest on Debt of the Company and
its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries
based on income, (c) amortization of debt discount, (d) depreciation and
amortization and (e) the effect of any noncash charge resulting from a change
in accounting principles in determining Consolidated Net Income for such
period.

"Consolidated Net Income" for any period means the amount of
consolidated net income (or loss) of the Company and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international

3
<PAGE> 10
banking community, (ii) the ECU both within the European Monetary System and
for the settlement of transactions by public institutions of or within the
European Communities or (iii) any currency unit (or composite currency) other
than the ECU for the purposes for which it was established.

"Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 150
Royall Street, Canton, Massachusetts 02021.

"corporation" includes corporations, associations, companies
and business trusts.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"Custodian" has the meaning specified in Section 501.

"Debt" of the Company or any Subsidiary means any indebtedness
of the Company or any Subsidiary, whether or not contingent, in respect of (i)
borrowed money or evidenced by bonds, notes, debentures or similar instruments,
(ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
any security interest existing on property owned by the Company or any
Subsidiary, (iii) letters of credit or amounts representing the balance
deferred and unpaid of the purchase price of any property except any such
balance that constitutes an accrued expense or trade payable or (iv) any lease
of property by the Company or any Subsidiary as lessee which is reflected on
the Company's Consolidated Balance Sheet as a capitalized lease in accordance
with GAAP, in the case of items of indebtedness under (i) through (iii) above
to the extent that any such items (other than letters of credit) would appear
as a liability on the Company's Consolidated Balance Sheet in accordance with
GAAP, and also includes, to the extent not otherwise included, any obligation
by the Company or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), indebtedness of another person (other than the Company or
any Subsidiary).

"Defaulted Interest" has the meaning specified in Section 307.

"Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

"Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

"European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy Community.

4
<PAGE> 11
"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Communities.

"Event of Default" has the meaning specified in Article Five.

"Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

"Funds from Operations" means net income (computed in
accordance with generally accepted accounting principles), excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will
be calculated to reflect funds from operations on the same basis.

"GAAP" means generally accepted accounting principles, as in
effect from time to time, as used in the United States applied on a consistent
basis.

"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable,
for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the Foreign Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of any such
Government Obligation or the specific payment of interest on or principal of
any such Government Obligation evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect
to any coupon, shall mean the bearer thereof.

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however,

5
<PAGE> 12
that, if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any provisions or
terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

"Indexed Security" means a Security the terms of which provide
that the principal thereof payable at Stated Maturity may be more or less than
the principal amount thereof at original issuance.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1012,
includes such Additional Amounts.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

"Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment or otherwise.

"Maximum Annual Service Charge" as of any date means the
maximum amount which may become payable in any period of 12 consecutive
calendar months from such date for interest on, and required amortization of,
Debt. The amount payable for amortization shall include the amount of any
sinking fund or other analogous fund for the retirement of Debt and the amount
payable on account of principal on any such Debt which matures serially other
than at the final maturity date of such Debt.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company or who may be an employee of or other counsel
for the Company and who shall be satisfactory to the Trustee.

6
<PAGE> 13
"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

"Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto, provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has
been made;

(iii) Securities, except to the extent provided in Sections
1402 and 1403, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article Fourteen;

(iv) Securities which have been paid pursuant to Section
306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and

(v) Securities converted into Common Stock or Preferred
Stock pursuant to or in accordance with this Indenture if the terms of
such Securities provide for convertibility pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the

7
<PAGE> 14
Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal amount
of such Indexed Security on the issue date, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

"Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities or
coupons on behalf of the Company.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"Place of Payment", when used with respect to the Securities
of or within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains.

"Preferred Stock" means, with respect to any Person, capital
stock issued by such Person that is entitled to a preference or priority over
any other capital stock issued by such Person upon any distribution of such
Person's assets, whether by dividend or upon liquidation.

"Redemption Date", when used with respect to any Security to
be redeemed, in whole or in part, means the date fixed for such redemption by
or pursuant to this Indenture.

8
<PAGE> 15
"Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Registered Security" shall mean any Security which is
registered in the Security Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the
date specified for that purpose as contemplated by Section 301, whether or not
a Business Day.

"Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such repayment by
or pursuant to this Indenture.

"Repayment Price" means, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge and familiarity with the
particular subject.

"Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933) of the Company.

9
<PAGE> 16
"Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series means a date
fixed by the Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of
interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

"Subsidiary" means a corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries of the Company. For the purposes of this
definition, "voting stock" means stock having voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

"Total Assets" means, as of any date, the sum of (i)
Undepreciated Real Estate Assets and (ii) all other assets of the Company and
its Subsidiaries determined in accordance with GAAP (but excluding accounts
receivable and intangibles).

"Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended and as in force at the date as of which this Indenture was
executed, except as provided in Section 905.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

"Undepreciated Real Estate Assets" means as of any date the
amount of real estate assets of the Company and its Subsidiaries on such date,
before depreciation and amortization determined on a consolidated basis in
accordance with GAAP.

"Unencumbered Total Asset Value" means, as of any date, the
sum of Total Assets which are unencumbered by any mortgage, lien, charge,
pledge or security interest that secures the payment of any obligations
under any Debt.

"United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

"United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of

10
<PAGE> 17
the United States or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.

"Yield to Maturity" means the yield to maturity, computed at
the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1011) shall include:

(1) a statement that each individual signing such
certificate or opinion has read such condition or covenant and the
definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether
or not such condition or covenant has been complied with; and

(4) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion as to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

11
<PAGE> 18
Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as to such matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities
of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1506.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than
his individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the

12
<PAGE> 19
authority of the Person executing the same, may also be proved in any other
reasonable manner which the Trustee deems sufficient.

(d) The ownership of Bearer Securities may be proved by
the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

(e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, in or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

(f) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

13
<PAGE> 20
SECTION 105. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Division, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this Indenture or
at any other address previously furnished in writing to the Trustee by
the Company.

SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of
any notice to Holders of Bearer Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.

If by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification to Holders of Registered Securities
as shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event,
such notice shall be sufficiently given if published in an Authorized Newspaper
in The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day, such publication to be not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once, on the date of the first
such publication.

If by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause
it shall be impracticable to publish any notice to Holders of Bearer Securities
as provided above, then such notification to

14
<PAGE> 21
Holders of Bearer Securities as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to any particular Holder of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of such notice with respect to other Holders of
Bearer Securities or the sufficiency of any notice to Holders of Registered
Securities given as provided herein.

Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 107. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

SECTION 109. Separability Clause. In case any provision in
this Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

SECTION 110. Benefits of Indenture. Nothing in this
Indenture or in the Securities or coupons, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their successors hereunder and the Holders
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

SECTION 111. Governing Law. This Indenture and the
Securities and coupons shall be governed by and construed in accordance with
the law of the State of New York. This Indenture is subject to the provisions
of the TIA that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.

SECTION 112. Legal Holidays. Unless otherwise specified
pursuant to Section 301 with respect to the Securities of any series, in any
case where any Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or any Security or coupon other than a provision in
the Securities of any series which specifically states that such provision
shall

15
<PAGE> 22
apply in lieu hereof), payment of interest or any Additional Amounts or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity,
as the case may be, to such next succeeding Business Day.

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities. The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.

The definitive Securities and coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such Securities or coupons,
as evidenced by their execution of such Securities or coupons.

SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

16
<PAGE> 23
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee

By
-------------------------------------
Authorized Signatory

SECTION 203. Securities Issuable in Global Form. If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301
and the provisions of Section 302, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

The provisions of the last sentence of Section 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Security in permanent global form shall be made
to the Person or Persons specified therein.

Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in

17
<PAGE> 24
registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form,
Euroclear or CEDEL.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set
forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

(1) the title of the Securities of the series (which
shall distinguish the Securities of such series from all other series
of Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107
or 1305);

(3) the date or dates, or the method by which such date
or dates will be determined, on which the principal of the Securities
of the series shall be payable;

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method by which such rate
or rates shall be determined, the date or dates from which such
interest shall accrue or the method by which such date or dates shall
be determined, the Interest Payment Dates on which such interest will
be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or
the method by which such date shall be determined, and the basis upon
which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;

(5) the place or places, if any, other than or in
addition to the Borough of Manhattan, The City of New York, where the
principal of (and premium, if any), interest, if any, on, and
Additional Amounts, if any, payable in respect of, Securities of the
series shall be payable, any Registered Securities of the series may
be surrendered for registration of transfer, exchange or conversion
and notices or

18
<PAGE> 25
demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served;

(6) the period or periods within which or the date or
dates on which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies
in which, and other terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the
Company, if the Company is to have the option;

(7) the obligation, if any, of the Company to redeem,
repay or purchase Securities of the series pursuant to any sinking
fund or analogous provision or at the option of a Holder thereof, and
the period or periods within which or the date or dates on which, the
price or prices at which, the currency or currencies, currency unit or
units or composite currency or currencies in which, and other terms
and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any Registered
Securities of the series shall be issuable and, if other than the
denomination of $5,000, the denomination or denominations in which any
Bearer Securities of the series shall be issuable;

(9) if other than the Trustee, the identity of each
Security Registrar and/or Paying Agent;

(10) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series that shall
be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or, if applicable, the portion of the
principal amount of Securities of the series that is convertible in
accordance with the provisions of this Indenture, or the method by
which such portion shall be determined;

(11) if other than Dollars, the Foreign Currency or
Currencies in which payment of the principal of (and premium, if any)
or interest or Additional Amounts, if any, on the Securities of the
series shall be payable or in which the Securities of the series shall
be denominated;

(12) whether the amount of payments of principal of (and
premium, if any) or interest, if any, on the Securities of the series
may be determined with reference to an index, formula or other method
(which index, formula or method may be based, without limitation, on
one or more currencies, currency units, composite currencies,
commodities, equity indices or other indices), and the manner in which
such amounts shall be determined;

(13) whether the principal of (and premium, if any) or
interest or Additional Amounts, if any, on the Securities of the
series are to be payable, at the election of

19
<PAGE> 26
the Company or a Holder thereof, in a currency or currencies, currency
unit or units or composite currency or currencies other than that in
which such Securities are denominated or stated to be payable, the
period or periods within which or the date or dates on which, and the
terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency
or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be
payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be
paid;

(14) provisions, if any, granting special rights to the
Holders of Securities of the series upon the occurrence of such events
as may be specified;

(15) any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect to
Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set
forth herein;

(16) whether Securities of the series are to be issuable
as Registered Securities, Bearer Securities (with or without coupons)
or both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities and the terms upon which Bearer Securities of the
series may be exchanged for Registered Securities of the series and
vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be
issuable in permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such series and
of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305, and, if Registered Securities
of the series are to be issuable as a global Security, the identity of
the depositary for such series;

(17) the date as of which any Bearer Securities of the
series and any temporary global Security representing Outstanding
Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;

(18) the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the Person in
whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary
global Security on an Interest Payment Date will be paid if other than
in the manner provided in Section 304;

20
<PAGE> 27
(19) the applicability, if any, of Sections 1402 and/or
1403 to the Securities of the series and any provisions in
modification of, in addition to or in lieu of any of the provisions of
Article Fourteen;

(20) if the Securities of such series are to be issuable
in definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
then the form and/or terms of such certificates, documents or
conditions;

(21) if the Securities of the series are to be issued upon
the exercise of warrants, the time, manner and place for such
Securities to be authenticated and delivered;

(22) whether and under what circumstances the Company will
pay Additional Amounts as contemplated by Section 1012 on the
Securities of the series 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 and, if so,
whether the Company will have the option to redeem such Securities
rather than pay such Additional Amounts (and the terms of any such
option);

(23) the obligation, if any, of the Company to permit the
conversion of the Securities of such series into the Company's Common
Stock or Preferred Stock, as the case may be, and the terms and
conditions upon which such conversion shall be effected (including,
without limitation, the initial conversion price or rate, the
conversion period, any adjustment of the applicable conversion price
and any requirements relative to the reservation of such shares for
purposes of conversion); and

(24) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board Resolutions, a copy
of an appropriate record of such action(s) shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the securities of such series.

21
<PAGE> 28
SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated
by Section 301. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions with respect to the Securities
of any series, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Securities of such series, other than Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000.

SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

Securities or coupons bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities
or coupons.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupon appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities;
provided, however, that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided further that, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, a Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have furnished a certificate to Euroclear
or Cedel, as the case may be, in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and
this Indenture. If any Security shall be represented by a permanent global
Bearer Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner's interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled.

22
<PAGE> 29
If all the Securities of any series are not to be issued at
one time and if the Board Resolution or supplemental indenture establishing
such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining
the terms of particular Securities of such series, such as interest rate or
formula, maturity date, date of issuance and date from which interest shall
accrue. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Section 315(a)
through 315(d)) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating that

(a) the form or forms of such Securities and any
coupons have been established in conformity with the
provisions of this Indenture;

(b) the terms of such Securities and any coupons
have been established in conformity with the provisions of
this Indenture; and

(c) such Securities, together with any coupons
appertaining thereto, when completed by appropriate insertions
and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations
of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights generally and
to general equitable principles; and

(ii) an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the issuance of
the Securities have been complied with and that, to the best of the
knowledge of the signers of such certificate, no Event of Default with
respect to any of the Securities shall have occurred and be
continuing.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all the Securities of any series are not to be issued
at one time, it shall not be necessary to deliver an Officers' Certificate
otherwise required pursuant to Section 301 or a Company Order, or an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of such series,
but such order, opinion and certificates, with appropriate modifications to
cover such future issuances, shall be delivered at or before the time of
issuance of the first Security of such series.

23
<PAGE> 30
Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. Temporary Securities. (a) Pending the
preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global form.

Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and
provided further that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

24
<PAGE> 31
(b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form other than through the facilities of The
Depository Trust Company. If any such temporary Security is issued in global
form, then such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euroclear and CEDEL, for credit
to the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).

Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CEDEL as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may
be established pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary

25
<PAGE> 32
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary global Security shall be delivered only
outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to
the Trustee of a certificate or certificates in the form set forth in Exhibit
A-2 to this Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who
have each delivered to Euroclear or CEDEL, as the case may be, a certificate
dated no earlier than 15 days prior to the Interest Payment Date occurring
prior to such Exchange Date in the form set forth as Exhibit A-1 to this
Indenture (or in such other forms as may be established pursuant to Section
301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the
date of certification if such date occurs after the Exchange Date, without
further act or deed by such beneficial owners. Except as otherwise provided in
this paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and
until such interest in such temporary global Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by
Euroclear and CEDEL and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest Payment Date
in order to be repaid to the Company.

SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the

26
<PAGE> 33
event that the Trustee shall cease to be Security Registrar, it shall have the
right to examine the Security Register at all reasonable times.

Subject to the provisions of this Section 305, upon surrender
for registration of transfer of any Registered Security of any series at any
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.

Subject to the provisions of this Section 305, at the option
of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board Resolution
and (subject to Section 303) set forth in the applicable Officers' Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section
301, at the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face
amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted

27
<PAGE> 34
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the depositary for any
permanent global Security is The Depository Trust Company ("DTC"), then, unless
the terms of such global Security expressly permit such global Security to be
exchanged in whole or in part for certificated Securities, a global Security may
be transferred, in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such global Security
selected or approved by the Company or to a nominee of such successor to DTC.
If at any time DTC notifies the Company that it is unwilling or unable to
continue as depositary for the applicable global Security or Securities or if
at any time DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 if so required by applicable law or regulation, the
Company shall appoint a successor depositary with respect to such global
Security or Securities. If (x) a successor depositary for such global Security
or Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (y) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the applicable
series of Securities represented by such global Security or Securities advise
DTC to cease acting as depositary for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all
Outstanding Securities (but not less than all) of any series issued or issuable
in the form of one or more global Securities shall no longer be represented by
such global Security or Securities, then the Company shall execute, and the
Trustee shall authenticate and deliver certificated Securities of like series,
rank, tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such global Security or Securities. If any
beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver certificated Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending

28
<PAGE> 35
on the relevant Redemption Date if the Security for which exchange is requested
may be among those selected for redemption; and provided further that no Bearer
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
If a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

Every Registered Security presented or surrendered for
registration of transfer or for exchange or redemption shall (if so required by
the Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

The Company or the Trustee, as applicable, shall not be
required (i) to issue, register the transfer of or exchange any Security if
such Security may be among those selected for redemption during a period
beginning at the opening of business 15 days before selection of the Securities
to be redeemed under Section 1103 and ending at the close of business on (A) if
such Securities are issuable only as Registered Securities, the day of the
mailing of the relevant notice of redemption and (B) if such Securities are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if such Securities are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except, in the case of
any Registered Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security
of that series and like tenor, provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue,

29
<PAGE> 36
register the transfer of or exchange any Security which has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company
or the Trustee to save each of them or any agent of either of them harmless,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.

Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains, pay
such Security or coupon; provided, however, that payment of principal of (and
premium, if any), any interest on and any Additional Amounts with respect to,
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security

30
<PAGE> 37
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series and their coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons.

SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Registered Security may at
the Company's option be paid by (i) mailing a check for such interest, payable
to or upon the written order of the Person entitled thereto pursuant to Section
308, to the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the United
States.

Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest may be made, in
the case of a Bearer Security, by transfer to an account maintained by the
payee with a bank located outside the United States.

Unless otherwise provided as contemplated by Section 301,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the
case may be, with respect to that portion of such permanent global Security
held for its account by Cede & Co. or the Common Depositary, as the case may
be, for the purpose of permitting such party to credit the interest received by
it in respect of such permanent global Security to the accounts of the
beneficial owners thereof.

In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, any interest on
any Registered Security of any series that is payable, but is not punctually
paid or duly provided for, on any Interest

31
<PAGE> 38
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2)
below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed
payment (which shall not be less than 20 days after such notice is
received by the Trustee), and at the same time the Company shall
deposit with the Trustee an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies
in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series) equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an
Authorized Newspaper in each Place of Payment, but such publications
shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2). In case a Bearer Security of
any series is surrendered at the office or agency in a Place of
Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any
Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the
Registered Security issued in

32
<PAGE> 39
exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of
this Indenture.

(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the
Trustee.

Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.

SECTION 308. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any), and
(subject to Sections 305 and 307) interest on, such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such depositary and
owners of beneficial interests in such global Security, the operation of
customary practices governing the exercise of the rights of such depositary (or
its nominee) as Holder of such global Security.

33
<PAGE> 40
SECTION 309. Cancellation. All Securities and coupons
surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and coupons and Securities
and coupons surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture.
Cancelled Securities and coupons held by the Trustee shall be destroyed by the
Trustee and the Trustee shall deliver a certificate of such destruction to the
Company, unless by a Company Order the Company directs their return to it.

SECTION 310. Computation of Interest. Except as otherwise
specified as contemplated by Section 301 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange or conversion of
Securities of such series herein expressly provided for and any right
to receive Additional Amounts, as provided in Section 1012), and the Trustee,
upon receipt of a Company Order, and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series when

(1) either

(A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining
thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as
provided in Section 305, (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, (iii) coupons appertaining to
Securities called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in
Section 1106, and

34
<PAGE> 41
(iv) Securities and coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i)
or (ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) if redeemable at the option of the Company,
are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose an amount in the currency or currencies, currency unit
or units or composite currency or currencies in which the
Securities of such series are payable, sufficient to pay and
discharge the entire indebtedness on such Securities and such
coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and
interest, and any Additional Amounts with respect thereto, to
the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity, Redemption
Date or Repayment Date, as the case may be;

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture as to such series have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent

35
<PAGE> 42
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), and any interest and Additional Amounts for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. "Event of Default", wherever
used herein with respect to any particular series of Securities, means any one
of the following events (whatever the reason for such Event of Default and
whether or not it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon or any
Additional Amounts payable in respect of any Security of that series
or of any coupon appertaining thereto, when such interest, Additional
Amounts or coupon becomes due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series when it becomes due
and payable at its Maturity; or

(3) default in the deposit of any sinking fund payment,
when and as due by the terms of any Security of that series; or

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture with respect to
any Security of that series (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or
breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other
evidence of indebtedness of the Company, or under any mortgage,
indenture or other instrument of the Company (including a default with
respect to Securities of any series other than that series) under
which there may be issued or by which there may be secured any
indebtedness of the Company (or by any Subsidiary, the repayment of
which the Company has guaranteed or for which the Company is directly
responsible or liable as obligor or guarantor), whether such
indebtedness now exists or shall hereafter be created, which

36
<PAGE> 43
results in such indebtedness in an aggregate principal amount
exceeding $10,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable,
without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after
there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the
Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or
cause such acceleration to be rescinded or annulled and stating that
such notice is a "Notice of Default" hereunder; or

(6) the Company or any Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief
against it in an involuntary case,

(D) makes a general assignment for the benefit of
its creditors; or

(7) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case,

(B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of its
property, or

and the order or decree remains unstayed and in effect for 90 days; or

(8) any other Event of Default provided with respect to
Securities of that series.

As used in this Section 501, the term "Bankruptcy Law" means title 11, U.S.
Code or any similar Federal or state law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

37
<PAGE> 44
SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay in the currency, currency unit or composite
currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series):

(A) all overdue installments of interest on and
any Additional Amounts payable in respect of all Outstanding
Securities of that series and any related coupons,

(B) the principal of (and premium, if any, on)
any Outstanding Securities of that series which have become
due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for
in such Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue installments of interest and
any Additional Amounts at the rate or rates borne by or
provided for in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

(2) all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of (or
premium, if any) or interest on Securities of that series which have
become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

38
<PAGE> 45
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if:

(1) default is made in the payment of any installment of
interest or Additional Amounts, if any, on any Security of any series
and any related coupon when such interest or Additional Amount becomes
due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest and Additional Amount, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
of such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities of such series, wherever situated.

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any related coupons by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

39
<PAGE> 46
(i) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of such
series, of principal (and premium, if any) and interest and Additional
Amounts, if any, owing and unpaid in respect of the Securities and to
file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
of a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;

40
<PAGE> 47
SECOND: To the payment of the amounts then due and unpaid
upon the Securities and coupons for principal (and premium, if any)
and interest and any Additional Amounts payable, in respect of which
or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the aggregate
amounts due and payable on such Securities and coupons for principal
(and premium, if any), interest and Additional Amounts, respectively;
and

THIRD: To the payment of the remainder, if any, to the
Company.

SECTION 507. Limitation on Suits. No Holder of any Security
of any series or any related coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of that series;

(2) the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities to be incurred in compliance with such
request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of
that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and Additional Amounts. Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and (subject to Sections 305 and 307)
interest on, and any Additional Amounts in respect of, such

41
<PAGE> 48
Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment or, if
applicable, the conversion of any Security in accordance with its terms, and
such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security or coupon to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.

SECTION 512. Control by Holders of Securities. The Holders
of not less than a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series, provided that

(1) such direction shall not be in conflict with any rule
of law or with this Indenture,

(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction, and

42
<PAGE> 49
(3) the Trustee need not take any action which might
involve it in personal liability or be unduly prejudicial to the
Holders of Securities of such series not joining therein.

SECTION 513. Waiver of Past Defaults. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series and
any related coupons waive any past default hereunder with respect to such
series and its consequences, except a default

(1) in the payment of the principal of (or premium, if
any) or interest on or Additional Amounts payable in respect of any
Security of such series or any related coupons, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

SECTION 514. Waiver of Usury, Stay or Extension Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

SECTION 515. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on or any Additional Amounts with respect to
any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on or after the
Redemption Date or the Repayment Date, as the case may be) or for the
conversion of any applicable Security in accordance with its terms.

43
<PAGE> 50
ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on or any Additional Amounts with respect to any Security
of such series, or in the payment of any sinking fund installment with respect
to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the best interests of the
Holders of the Securities and coupons of such series; and provided further that
in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.

SECTION 602. Certain Rights of Trustee. Subject to the
provisions of TIA Section 315(a) through 315(d):

(1) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon or other paper or document
believed by it to be genuine and to have been signed or presented by
the proper party or parties;

(2) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security, together with any coupons
appertaining thereto, to the Trustee for authentication and delivery
pursuant to Section 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(4) the Trustee may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

44
<PAGE> 51
(5) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities of any series
or any related coupons pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such
request or direction;

(6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon or other
paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or
attorney;

(7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; and

(8) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.

The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

Except during the continuance of an Event of Default, the
Trustee undertakes to perform only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

SECTION 603. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 604. May Hold Securities. The Trustee, any Paying
Agent, Security Registrar, Authenticating Agent or any other agent of the
Company, in its individual

45
<PAGE> 52
or any other capacity, may become the owner or pledgee of Securities and
coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

SECTION 605. Money Held in Trust. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

SECTION 606. Compensation and Reimbursement. The Company
agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse each of the Trustee and any predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or
bad faith; and

(3) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its own part,
arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(6) or Section
501(7), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium,
if any) or interest on particular Securities or any coupons.

The provisions of this Section shall survive the termination
of this Indenture.

SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests. There shall at all times be a Trustee hereunder which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have
a combined capital and surplus of at least $50,000,000.

46
<PAGE> 53
If such corporation publishes reports of condition at least annually, pursuant
to law or the requirements of Federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 608. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions
of TIA Section 310(b) after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a
Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section
607 and shall fail to resign after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months, or

(3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution
may remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

47
<PAGE> 54
(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders of Securities and accepted appointment in the manner
hereinafter provided, any Holder of a Security who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to Securities of such
series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 609. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in,

48
<PAGE> 55
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

SECTION 610. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

49
<PAGE> 56
SECTION 611. Appointment of Authenticating Agent. At any
time when any of the Securities remain outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be
promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any state or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth
in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with

50
<PAGE> 57
all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

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

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee

By:
-------------------------------------
as Authenticating Agent

By:
-------------------------------------
Authorized Signatory

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

SECTION 702. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
securities pursuant to this Indenture, the Trustee shall transmit by mail to
all Holders of Securities as provided in TIA Section 313(c) a brief report
dated as of such May 15 if required by TIA Section 313(a).

51
<PAGE> 58
SECTION 703. Reports by Company. The Company will:

(1) file with the Trustee, within 15 days after the
company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or
reports pursuant to either of such Sections, then it will file with
the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time
in such rules and regulations;

(2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by
the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by
such rules and regulations; and

(3) transmit by mail to the Holders of Securities, within
30 days after the filing thereof with the Trustee, in the manner and
to the extent provided in TIA Section 313(c), such summaries of any
information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section as may be required
by rules and regulations prescribed from time to time by the
Commission.

SECTION 704. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after the
Regular Record Date for interest for each series of Securities, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of Registered Securities of such series as of such Regular Record Date,
or if there is no Regular Record Date for interest for such series of
securities, semiannually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished,

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

52
<PAGE> 59
ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The Company
may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (1) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation duly organized and validly
existing under the laws of the United States or any state thereof or the
District of Columbia, and such successor corporation shall expressly assume the
due and punctual payment of the principal of (and premium, if any) and any
interest (including all Additional Amounts, if any, payable pursuant to Section
1012) on all of the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental indenture,
complying with Article Nine hereof, satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation and (ii) immediately after giving
effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing.

SECTION 802. Rights and Duties of Successor Corporation. In
case of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.

In case of any such consolidation, merger, sale, lease or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

53
<PAGE> 60
SECTION 803. Officers' Certificate and Opinion of Counsel.
Any consolidation, merger, sale, lease or conveyance permitted under Section
801 is also subject to the condition that the Trustee receive an Officers'
Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor corporation, complies with the provisions of this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities contained; or

(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities (and if such
Events of Default are to be for the benefit of less than all series of
Securities, stating that such Events of Default are expressly being
included solely for the benefit of such series);provided, however,
that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of
a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive
such default; or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of
principal of or any premium or interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities

54
<PAGE> 61
in uncertificated form,provided that any such action shall not
adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or

(5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 201 and 301,
including the provisions and procedures relating to Securities
convertible into Common Stock or Preferred Stock, as the case may be;
or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee; or

(9) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture,provided such
provisions shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material
respect; or

(10) to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 and 1403; provided that any such action shall not
adversely affect the interests of the Holders of Securities of such
series and any related coupons or any other series of Securities in
any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities affected by such supplemental indenture, by Act
of said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

55
<PAGE> 62
(1) change the Stated Maturity of the principal of (or
premium, if any, on) or any installment of principal of or interest
on, any Security; or reduce the principal amount thereof or the rate
(or change the manner of calculating the rate) or amount of interest
thereon or any Additional Amounts payable in respect thereof, or any
premium payable upon the redemption or repayment thereof, or change
any obligation of the Company to pay Additional Amounts pursuant to
Section 1012 (except as contemplated by Section 801(l) and permitted
by Section 901(1)), or reduce the amount of the principal of an
Original Issue Discount Security or Indexed Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at
the option of the Holder of any Security, or change any Place of
Payment where, or the currency or currencies, currency unit or units
or composite currency or currencies in which, any Security or any
premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at
the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be) or to convert any Security in
accordance with its terms (if applicable), or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or
compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

(3) modify any of the provisions of this Section, Section
513 or Section 1013, except to increase the required percentage to
effect such action or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby, or

(4) modify any of the conversion provisions applicable to
any Security in a manner adverse to the Holder thereof.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

SECTION 903. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this

56
<PAGE> 63
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder and
of any coupon appertaining thereto shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall, if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, Interest
and Additional Amounts. The Company covenants and agrees for the benefit of
the Holders of each series of Securities that it will duly and punctually pay
the principal of (and premium, if any) and interest on and any Additional
Amounts payable in respect of the Securities of that series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1012 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may

57
<PAGE> 64
be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain: (A) in the Borough of
Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment or
conversion, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment or conversion in the circumstances described in the
following paragraph (and not otherwise); (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of that series pursuant
to Section 1012) or conversion; provided, however, that if the Securities of
that series are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1012) or conversion at the offices specified in
the Security, in London, England, and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on or
Additional Amounts in respect of Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the Securities of a
series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 1012) shall be made at the office
of the Company's Paying

58
<PAGE> 65
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
Additional Amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities pursuant to Section 301 with
respect to a series of Securities, the Company hereby designates The City of
New York as a Place of Payment for each series of Securities and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent and as its
agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of the Indenture, then
the Company will maintain with respect to each such series of Securities, or as
so required, at least one exchange rate agent.

SECTION 1003. Money for Securities Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (and premium, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium, if any) or interest or Additional
Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each
due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit with a
Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) or interest or Additional
Amounts, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest or Additional Amounts
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

59
<PAGE> 66
The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will

(1) hold all sums held by it for the payment of principal
of (and premium, if any) or interest or Additional Amounts on
Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;

(2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities) in the making of any such
payment of principal (and premium, if any) or interest; and

(3) at any time during the continuance of any such
default upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.

Except as otherwise provided in the Securities of any series,
any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on, or any Additional Amounts in respect of, any Security of any
series and remaining unclaimed for two years after such principal (and premium,
if any), interest or Additional Amounts has become due and payable shall be
paid to the Company upon Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment of such principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, any Security, without interest thereon, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 1004. Limitations on Incurrence of Debt. (a) The
Company will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional Debt, the
aggregate principal amount of all outstanding

60
<PAGE> 67
Debt of the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP is greater than 60% of the sum of (i) Undepreciated Real
Estate Assets as of the end of the calendar quarter covered in the Company's
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may
be, most recently filed with the Commission (or, if such filing is not
permitted under the Securities Exchange Act of 1934, with the Trustee) prior
to the incurrence of such additional Debt and (ii) the purchase price of any
real estate assets acquired by the Company or any Subsidiary since the end
of such calendar quarter, including those obtained in connection with the
incurrence of such additional Debt (to the extent that such proceeds were not
used to acquire such real estate assets or mortgages receivable or used to
reduce Debt);

(b) In addition to the limitation set forth in subsection
(a) of this Section 1004, the Company will not, and will not permit any
Subsidiary to, incur any Debt if Consolidated Income Available for Debt Service
for any 12 consecutive calendar months within the 15 calendar months
immediately preceding the date on which such additional Debt is to be incurred
shall have been less than 1.5 times the Maximum Annual Service Charge on the
Debt of the Company and all Subsidiaries to be outstanding immediately after
the incurring of such additional Debt.

(c) In addition to the limitations set forth in
subsections (a) and (b) of this Section 1004, the Company will not, and will
not permit any Subsidiary to, incur any Debt secured by any mortgage, lien,
charge, pledge, encumbrance or security interest of any kind upon any of the
property of the Company or any Subsidiary, whether owned at the date hereof or
hereafter acquired, if, immediately after giving effect to the incurrence of
such additional Debt, the aggregate principal amount of all outstanding Debt of
the Company and its Subsidiaries which is secured by any mortgage, lien,
charge, pledge, encumbrance or security interest on property of the Company or
any Subsidiary is greater than 40% of the sum of (i) Undepreciated Real Estate
Assets as of the end of the calendar quarter covered in the Company's Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not permitted under
the Securities Exchange Act of 1934, with the Trustee) prior to the incurrence
of such additional Debt and (ii) the purchase price of any real estate assets
acquired by the Company or any Subsidiary since the end of such calendar
quarter, including those obtained in connection with the incurrence of such
additional Debt.

(d) For purposes of this Section 1004, Debt shall be
deemed to be "incurred" by the Company or a Subsidiary whenever the Company or
such Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof.

SECTION 1005. Restrictions on Dividends and Other
Distributions. The Company will not, in respect of any shares of any class of
its capital stock, (a) declare or pay any dividends (other than dividends
payable in capital stock of the Company) thereon, (b) apply any of its property
or assets to the purchase, redemption or other acquisition or retirement
thereof, (c) set apart any sum for the purchase, redemption or other
acquisition or retirement thereof, or (d) make any other distribution, by
reduction of capital or otherwise if, immediately after such declaration or
other action referred to above, the aggregate of all such

61
<PAGE> 68
declarations and other actions since the date on which this Indenture was
originally executed shall exceed the sum of (i) Funds from Operations from
April 1, 1995 until the end of the calendar quarter covered in the Company's
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may
be, most recently filed with the Commission (or, if such filing is not
permitted under the Securities Exchange Act of 1934, with the Trustee) prior to
such declaration or other action and (ii) $32,800,000; provided, however, that
the foregoing limitation shall not apply to any declaration or other action
referred to above which is necessary to maintain the Company's status as a
"real estate investment trust" under the Internal Revenue Code of 1986, as
amended, if the aggregate principal amount of all outstanding Debt of the
Company and its Subsidiaries on a consolidated basis determined in accordance
with GAAP at such time is less than 65% of Undepreciated Real Estate Assets as
of the end of the calendar quarter covered in the Company's Annual Report on
Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted under the
Securities Exchange Act of 1934, with the Trustee) prior to such declaration
or other action.

Notwithstanding the foregoing, the provisions of this Section
1005 will not prohibit the payment of any dividend within 30 days of the
declaration thereof if at such date of declaration such payment would have
complied with the provisions hereof.

SECTION 1006. Existence. Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and that of each of its
Subsidiaries and their respective rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the
Company or any Subsidiary to preserve any right or franchise (or, in the case
of any Subsidiary, its existence) if the Company or such Subsidiary determines
that the preservation thereof is no longer desirable in the conduct of its
business and that the loss thereof is not disadvantageous in any
material respect to the Holders of the Securities.

SECTION 1007. Maintenance of Properties. The Company will
cause all of its properties used or useful in the conduct of its business or
the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company or any Subsidiary from selling or otherwise
disposing for value its properties in the ordinary course of its business.

SECTION 1008. Insurance. The Company will, and will cause
each of its Subsidiaries to, keep all of its insurable properties insured
against loss or damage at least equal to their then full insurable value with
insurers of recognized responsibility and having a rating of at least A:VIII in
Best's Key Rating Guide.

SECTION 1009. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent,

62
<PAGE> 69
(1) all taxes, assessments and governmental charges levied or imposed upon it
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

SECTION 1010. Provision of Financial Information. Whether or
not the Company is subject to Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company will, to the extent permitted under the Securities
Exchange Act of 1934, file with the Commission the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Company were so subject, such documents to be filed with
the Commission on or prior to the respective dates (the "Required Filing
Dates") by which the Company would have been required so to file such documents
if the Company were so subject.

The Company will also in any event (x) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders copies
of the annual reports and quarterly reports which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections,
and (ii) file with the Trustee copies of the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 if the Company were subject to such Sections and (y) if filing such
documents by the Company with the Commission is not permitted under the
Securities Exchange Act of 1934, promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder.

SECTION 1011. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 1011, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

SECTION 1012. Additional Amounts. If any Securities of a
series provide for the payment of Additional Amounts, the Company will pay to
the Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context except in the
case of Section 502(1), the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related coupon or

63
<PAGE> 70
the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are not United States persons without withholding for or on account
of any tax, assessment or other governmental charge described in the Securities
of the series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. In the event
that the Trustee or any Paying Agent, as the case may be, shall not so receive
the above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest, with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them or in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an Officers'
Certificate.

SECTION 1013. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any term, provision or condition
set forth in Sections 1004 to 1010, inclusive, and Section 1014 if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver

64
<PAGE> 71
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

SECTION 1014. Maintenance of Unencumbered Total Asset Value.
The Company will at all times maintain an Unencumbered Total Asset Value in an
amount of not less than one hundred fifty percent (150%) of the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries
that is unsecured.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 45 days prior to the giving of the notice of redemption in
Section 1104 (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be
Redeemed. If less than all the Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series issued on such
date with the same terms not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security

65
<PAGE> 72
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.

SECTION 1104. Notice of Redemption. Notice of redemption
shall be given in the manner provided in Section 106, not less than 30 days nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified by the terms of such series established pursuant to Section 301, to
each Holder of Securities to be redeemed, but failure to give such notice in
the manner herein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, accrued interest to the
Redemption Date payable as provided in Section 1106, if any, and
Additional Amounts, if any,

(3) if less than all Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or
Securities to be redeemed,

(4) in case any Security is to be redeemed in part only,
the notice which relates to such Security shall state that on and
after the Redemption Date, upon surrender of such Security, the Holder
will receive, without a charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining
unredeemed,

(5) that on the Redemption Date the Redemption Price and
accrued interest to the Redemption Date payable as provided in Section
1106, if any, will become due and payable upon each such Security, or
the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date,

(6) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and accrued
interest, if any, or for conversion,

(7) that the redemption is for a sinking fund, if such is
the case,

66
<PAGE> 73
(8) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons maturing subsequent to the date
fixed for redemption or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee for such series and
any Paying Agent is furnished,

(9) if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on this Redemption Date pursuant
to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,

(10) the CUSIP number of such Security, if any, and

(11) if applicable, that a Holder of Securities who
desires to convert Securities for redemption must satisfy the
requirements for conversion contained in such Securities, the then
existing conversion price or rate, and the date and time when the
option to convert shall expire.

Notice of redemption of Securities to be redeemed shall be
given by the Company or, at the Company's request, by the Trustee in the name
and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price. At least one
Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 for the Securities of such series)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void.

67
<PAGE> 74
Upon surrender of any such Security for redemption in accordance with said
notice, together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that, except as otherwise provided with
respect to Securities convertible into Common Stock or Preferred Stock and
except as otherwise specified pursuant to Section 301 for the Securities of
such series, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.

SECTION 1107. Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

68
<PAGE> 75
ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of such Securities of any series is herein referred
to as an "optional sinking fund payment". If provided for by the terms of any
Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a series, (1)
deliver Outstanding Securities of such series (other than any previously called
for redemption) together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto and (2) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such Securities so
delivered or applied as a credit have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at
the applicable Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.

69
<PAGE> 76
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities, if any,
and (except as otherwise specified by the terms of such series established
pursuant to Section 301) in accordance with this Article.

SECTION 1302. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. The Company covenants that at least
one Business Day prior to the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 301 for the Securities of such series) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on
such date.

SECTION 1303. Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order
for any Security to be repaid at the option of the Holder, the Trustee must
receive at the Place of Payment therefor specified in the terms of such
Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities) not earlier than 60 days nor
later than 30 days prior to the Repayment Date (1) the Security so providing
for such repayment together with the "Option to Elect Repayment" form on the
reverse thereof duly completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (2) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. ("NASD"), or a commercial bank or trust
company in the United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal amount of the
Security to be repaid, the CUSIP number, if any, or a description of the tenor
and terms of the Security, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Security to be repaid,
together with the duly completed form entitled "Option to Elect Repayment" on
the reverse of the Security, will be received by the Trustee not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided,

70
<PAGE> 77
however, that such telegram, telex, facsimile transmission or letter shall only
be effective if such Security and form duly completed are received by the
Trustee by such fifth Business Day. If less than the entire principal amount
of such Security is to be repaid in accordance with the terms of such Security,
the principal amount of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

SECTION 1304. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by
the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities unless otherwise specified pursuant to Section 301 for the
Securities of such series, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any

71
<PAGE> 78
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

SECTION 1305. Securities Repaid in Part. Upon surrender of
any Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301,
provision is made for either or both of (a) defeasance of the Securities of or
within a series under Section 1402 or (b) covenant defeasance of the Securities
of or within a series under Section 1403, then the provisions of such Section
or Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth
below in this Article.

SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for

72
<PAGE> 79
the purposes of Section 1405 and the other Sections of this Indenture referred
to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and
premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (B) the Company's obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1012 and the conversion of such Securities in
accordance with their terms (if applicable), (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject
to compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

SECTION 1403. Covenant Defeasance. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 1004 to 1010, inclusive, and Section 1014 and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons appertaining
thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "covenant defeasance"), and such Securities and any
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1004
to 1010, inclusive, and Section 1014 or such other covenant, but shall continue
to be deemed "Outstanding" for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or
such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default
under Section 501(4) or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

SECTION 1404. Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to application of Section
1402 or Section 1403 to any Outstanding Securities of or within a series and
any coupons appertaining thereto:

(a) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section

73
<PAGE> 80
607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities
and any coupons appertaining thereto, (1) an amount in such currency,
currencies or currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity,
or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity)
which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment of principal of (and
premium, if any) and interest, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination
thereof, in any case, in an amount, sufficient, without consideration
of any reinvestment of such principal and interest, in the opinion of
a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee,
to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of
(and premium, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity
of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to
such Outstanding Securities and any coupons appertaining thereto on
the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any coupons
appertaining thereto.

(b) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound.

(c) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to
such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as
Sections 501(6) and 501(7) are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

(d) In the case of an election under Section 1402, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance and will be subject to Federal

74
<PAGE> 81
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.

(e) In the case of an election under Section 1403, the
Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 1402 or the
covenant defeasance under Section 1403 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i)
as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company's option under Section 1402 or Section
1403 (as the case may be), registration is not required under the
Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the Trustee
for such trust funds or (ii) all necessary registrations under said
Act have been effected.

(g) Notwithstanding any other provisions of this Section,
such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant
to Section 301.

SECTION 1405. Deposited Money and Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
the last paragraph of Section 1003, all money and Government Obligations (or
other property as may be provided pursuant to Section 301) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the "Trustee") pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest and Additional Amounts, if any,
but such money need not be segregated from other funds except to the extent
required by law.

Unless otherwise specified with respect to any Security
pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has
been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 301 or the terms of
such Security to receive payment in a currency or currency unit other than that
in which the deposit pursuant to Section 1404(a) has been made in respect of

75
<PAGE> 82
such Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the
applicable market exchange rate for such currency or currency unit in effect on
the second Business Day prior to each payment date, except, with respect to a
Conversion Event, for such currency or currency unit in effect (as nearly as
feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
coupons appertaining thereto.

Anything in this Article to the contrary notwithstanding,
subject to Section 606, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article.

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

SECTION 1502. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or in London as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

76
<PAGE> 83
(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of not less than 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

SECTION 1503. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Securities of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of that series; provided, however, that, except as

77
<PAGE> 84
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any
series with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of
such series and one or more additional series:

(i) there shall be no minimum quorum requirement for such
meeting; and

(ii) the principal amount of the Outstanding Securities of
such series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made,
given or taken under this Indenture.

SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by

78
<PAGE> 85
Holders of Securities as provided in Section 1502(b), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such
series or proxy shall be entitled to one vote for each $1,000 principal amount
of the Outstanding Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote, except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series
duly called pursuant to Section 1502 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting,
and the meeting may be held as so adjourned without further notice.

SECTION 1506. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

* * * * *

This Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.

79
<PAGE> 86
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

EXCEL REALTY TRUST, INC.

By:
-------------------------------------
Title:

[SEAL]

Attest:

- ---------------------------------
Title:

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee

By:
-------------------------------------
Title:

[SEAL]

Attest:

- -----------------------------------
Title:

80
<PAGE> 87

STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN DIEGO )

On the _ day of __________________, 1995, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he/she resides at ________________________________________, that
he/she is _________________________ of EXCEL REALTY TRUST, INC., one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he/she signed his/her name
thereto by like authority.

[Notarial Seal]

----------------------------------
Notary Public
COMMISSION EXPIRES

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On the _ day of __________________, 1995, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he/she resides at ________________________________________, that
he/she is _________________________ of THE FIRST NATIONAL BANK OF BOSTON, one
of the corporations described in and which executed the foregoing instrument;
that he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he/she signed his/her name
thereto by like authority.

[Notarial Seal]

----------------------------------
Notary Public
COMMISSION EXPIRES

81
<PAGE> 88
EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Excel Realty Trust, Inc. or its agent that such
financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institutions(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163- 5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with
your Operating Procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

A-1
<PAGE> 89
This certificate excepts and does not relate to [U.S.$]
_____________________ of such interest in the above-captioned Securities in
respect of which we are not able to certify and as to which we understand an
exchange for an interest in a Permanent Global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify.

We understand that this certificate may be required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

Dated:____________________, 19____
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making
Certification]

----------------------------------------
(Authorized Signatory)
Name:
Title:

A-2
<PAGE> 90
EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

This is to certify that, based solely on written
certifications that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in our records as
persons entitled to a portion of the principal amount set forth below (our
"Member Organizations") substantially in the form attached hereto, as of the
date hereof, [U.S.$] ___________________________ principal amount of the
above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise Excel Realty Trust, Inc. or its agent that such
financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institutions) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, to the further effect, that financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for

A-3
<PAGE> 91
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

We understand that this certification is required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

Dated:___________ 19______
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust
Company of New York,
Brussels Office,] as
Operator of the
Euroclear System
[Cedel S.A.]

By:
-------------------------------------

A-4

<PAGE> 1

EXHIBIT 5.01

[LATHAM & WATKINS LETTERHEAD]

May 25, 1995

Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127

Re: $250,000,000 Aggregate Offering Price of
Securities of Excel Realty Trust, Inc.

Ladies and Gentlemen:

We are acting as counsel for Excel Realty Trust, Inc. (the
"Company") in connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by you with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"), by the Company of up to $250,000,000 aggregate offering price of
(i) one or more series of debt securities (the "Debt Securities"), (ii) one or
more series of shares of preferred stock, par value $.01 per share (the
"Preferred Stock"), (iii) shares of Preferred Stock represented by Depositary
Shares (the "Depositary Shares"), (iv) shares of common stock, par value $.01
per share (the "Common Stock"), (v) warrants to purchase Common Stock (the
"Common Stock Warrants"), (vi) warrants to purchase Preferred Stock (the
"Preferred Stock Warrants"), (vii) warrants to purchase Depositary Shares (the
"Depositary Share Warrants") or (viii) warrants to purchase Debt Securities
(the "Debt Warrants"). The Debt Securities, Preferred Stock, Depositary
Shares, Common Stock, Common Stock Warrants, Preferred Stock Warrants,
Depositary Share Warrants and Debt Warrants are collectively referred to herein
as the "Securities." Any Debt Securities, Preferred Stock and Depositary
Shares may be convertible into shares of Common Stock.

The Debt Securities will be issued pursuant to the indenture
dated as of May 8, 1995 (the "Indenture") between the Company and The First
National Bank of Boston, as trustee (the "Trustee"). The Depositary Shares
will be issued under one or more deposit agreements (each, a "Deposit
Agreement"), each to be between the Company and a financial institution
identified therein as the depositary (each, a "Depositary"). The Common Stock
Warrants, Preferred Stock Warrants, Depositary Share Warrants and Debt Warrants
(collectively, the "Warrants") will be issued under one
<PAGE> 2
LATHAM & WATKINS

Excel Realty Trust, Inc.
May 25, 1995
Page 2

or more warrant agreements (each, a "Warrant Agreement"), each to be between
the Company and a financial institution identified therein as warrant agent
(each, a "Warrant Agent").

In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States and the internal laws
of the State of New York, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local
agencies within any state.

Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:

1. The Indenture has been duly executed and delivered by
the Company and (assuming due authorization by the Company and due
authorization, execution and delivery by the Trustee) constitutes the
legally valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.

2. When the Debt Securities have been duly established
by the Indenture (including, without limitation, the adoption by the
Board of Directors of the Company of a resolution duly authorizing the
issuance and delivery of the Debt Securities), duly authenticated by
the Trustee and duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Debt Securities will
constitute legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

<PAGE> 3
LATHAM & WATKINS

Excel Realty Trust, Inc.
May 25, 1995
Page 3

The opinions set forth above are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or law, and the discretion
of the court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary
to public policy; (iv) we express no opinion concerning the enforceability of
the waiver of rights or defenses contained in Section 514 of the Indenture; and
(v) we express no opinion with respect to whether acceleration of Debt
Securities may affect the collectibility of any portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.

To the extent that the obligations of the Company under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion (i) that the Indenture has been duly and validly authorized by all
necessary corporate action required of the Company under the laws of its
jurisdiction of organization and the person(s) who have executed and delivered
the Indenture on behalf of the Company have been duly and validly authorized
to do so by all necessary corporate action required of the Company under the
laws of its jurisdiction of organization, (ii) that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (iii) that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; (iv) that the
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; (v) that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and (vi) that
the Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein.

This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.

Very truly yours,

/s/ LATHAM & WATKINS

<PAGE> 1
EXHIBIT 5.02

[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]

May 25, 1995

Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127

Re: Excel Realty Trust, Inc.

Ladies and Gentlemen:

We have served as Maryland counsel to Excel Realty Trust, Inc., a
Maryland corporation (the "Company") in connection with certain matters of
Maryland law arising out of the Registration Statement on Form S-3 filed by the
Company on May 9, 1995, with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended to date (the
"Registration Statement"), relating to the offering by the Company from time to
time of (i) one or more series of Debt Securities (the "Debt Securities"), (ii)
one or more series of shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"), (iii) shares of Preferred Stock represented by Depositary
Shares (the "Depositary Shares"), (iv) shares of Common Stock, par value $.01
per share (the "Common Stock"), and (v) Warrants to purchase Common Stock,
Preferred Stock, Depositary Shares or Debt Securities (the "Warrants"), with an
aggregate initial public offering price of up to $250,000,000. The Debt
Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants are
collectively referred to herein as the "Securities."

In our capacity as Maryland counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities, and for purposes of this opinion have assumed that such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an
examination of originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and instruments as we have
deemed necessary or appropriate for purposes of this opinion. Among such
documents are the Registration Statement, the Charter of the Company certified
as of a recent date by the State Department of Assessments and Taxation of
Maryland (the
<PAGE> 2

Excel Realty Trust, Inc.
May 25, 1995
Page 2

"Charter"), the Amended and Restated By-Laws of the Company, Resolutions
adopted by the Board of Directors of the Company in connection with the matters
contemplated by the Registration Statement, and an Indenture dated May 8, 1995,
by and between the Company and The First National Bank of Boston, as Trustee
(the "Indenture").

In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies or facsimiles.

We have been furnished with, and have relied upon, Certificates of
Officers of the Company with respect to certain factual matters. In addition,
we have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary; and we have assumed that each
certificate submitted to us is true and correct, both when given and as of the
date hereof.

Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:

1. The Indenture has been duly and validly authorized by all
necessary corporate action required of the Company under the Maryland General
Corporation Law ("MGCL") and the person(s) who have executed and delivered the
Indenture on behalf of the Company have been duly and validly authorized to do
so by all necessary corporate action required of the Company under the MGCL.

2. The Company has the authority, pursuant to its Charter, to
issue up to 10,000,000 shares of Preferred Stock. When a series of Preferred
Stock has been duly established in accordance with the terms of the Company's
Charter and applicable law, and upon adoption by the Board of Directors of the
Company of a resolution in form and content as required by applicable law, and
upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement (as defined in the Registration Statement) and by such resolution,
such shares of such series of Preferred Stock will be validly issued, fully
paid and nonassessable.

3. The Company has the authority, pursuant to its Charter, to
issue up to 100,000,000 shares of Common Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law, and upon issuance and delivery of and payment for such shares
in the manner contemplated by the Registration Statement and/or the applicable
Prospectus Supplement and by such resolution, such shares of Common Stock will
be validly issued, fully paid and nonassessable.

<PAGE> 3

Excel Realty Trust, Inc.
May 25, 1995
Page 3

We consent to your filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus included therein.

The foregoing opinions are limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law.

We assume no obligation to supplement this opinion any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.

This opinion is being furnished to you solely for your benefit.
Accordingly it may not be relied upon, quoted in any manner to, or delivered to
any other person or entity without, in each instance, our prior written consent.

Very truly yours,

/s/ BALLARD SPAHR ANDREWS & INGERSOLL

<PAGE> 1
EXHIBIT 8.01

[LATHAM & WATKINS LETTERHEAD]

May 25, 1995

Excel Realty Trust, Inc.
16955 Via Del Campo, Suite 110
San Diego, California 92127

Re: $250,000,000 Aggregate Offering Price of Securities
of Excel Realty Trust, Inc. (the "Company")

Ladies and Gentlemen:

In connection with the registration statement on Form S-3 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering from time to time, as set forth in the prospectus contained in the
Registration Statement (the "Prospectus") and as to be set forth in one or more
supplements to the Prospectus, by the Company of up to $250,000,000 aggregate
offering price of (i) one or more series of debt securities, (ii) one or more
series of preferred stock, par value $.01 per share, (iii) depositary shares
representing preferred stock, (iv) shares of common stock, par value $.01 per
share, or (v) warrants to purchase common stock, preferred stock, depositary
shares or debt securities, you have requested our opinion concerning certain
of the federal income tax consequences to the Company of its election to be
taxed as a real estate investment trust. This opinion is based on various
facts and assumptions, and is conditioned upon certain representations made by
the Company as to factual matters. In addition, this opinion is based upon
the factual representations of the Company concerning its business and
properties as set forth in the Registration Statement.

As special tax counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments, as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect
<PAGE> 2
Excel Realty Trust, Inc.
May 25, 1995
Page 2

thereon, of other federal laws, the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
state.

Based on such facts, assumptions and representations, it is our
opinion that:

1. The Company is organized in conformity with the
requirements for qualification as a "real estate investment trust,"
and its proposed method of operation, as described in the
representations of the Company referred to above, will enable it to
continue to meet the requirements for qualification and taxation as a
"real estate investment trust" under the Internal Revenue Code of
1986, as amended (the "Code").

2. The statements in the Prospectus set forth under the
caption "Certain Federal Income Tax Considerations to the Company of
its REIT Election," to the extent such information constitutes matters
of law, summaries of legal matters, or legal conclusions, have been
reviewed by us and are accurate in all material respects.

No opinion is expressed as to any matter not discussed herein.

This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation
or difference in the facts from those set forth in the Company's
representations may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust depends
upon the Company's ability to meet, through actual annual operating results,
distribution levels and diversity of stock ownership, the various qualification
tests imposed under the Code, the results of which have not been and will not
be reviewed by Latham & Watkins. Accordingly, no assurance can be given that
the actual results of the Company's operation for any particular taxable year
will satisfy such requirements.

This opinion is furnished only to you, and is solely for your use in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.

Very truly yours,

/s/ LATHAM & WATKINS

<PAGE> 1

EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of
Excel Realty Trust, Inc. on Form S-3 of our report dated February 5, 1995 on
our audits of the consolidated financial statements and financial statement
schedules of Excel Realty Trust, Inc. and subsidiaries as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992. We also
consent to the reference to our Firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

San Diego, California
May 23, 1995